Magical Webs
by Masterob
Summary: Set after The Friendship Dimensions, Twilight Sparkle, along with a colt named Rumble, finds herself stuck in the Spider-man world, where she encounters the webbed hero himself as he assists her in trying to get back home and she helps him clean up the streets of New York as Spider-man and bonds with him on a personal level as Peter Parker.
1. Twilight in New York

**An Magically Amazing Combination coming up**

* * *

Last we saw Twilight she and her friends had engaged King Sombra in battle to prevent him from taking over Equestria.

In retaliation Sombra had sent the Elements of Harmony, as well as The Cutie Mark Crusaders, Derpy Hooves and a small colt named Rumble.

Twilight had jumped into a portal Pinkie Pie went through with the colt Rumble, she wouldn't chance him staying behind at Sombra's Mercy.

Twilight held Rumble tight to assure himhe's safe with her as they went through the portal and finally ended up in a city.

Twilight and Rumble landed pretty hard in alley, Twilight stood up and helped up Rumble.

"Are you hurt Rumble?" Twilight asked.

Rumble shook his head, "Not really"

"Good", Twilight looked around, "Where are we?"

Rumble looked around, "A dirty alley"

Twilight chuckled, "Yeah we are, but I wanna know the exact location we're in"

"Oooh, sorry I don't know the location Miss Princess"

Twilight chuckled again, "You can just call me Twilight"

"Ok Twilight"

They both checked out the alley before noticing all the humans.

"These creatures, they look familiar"

"What are they Miss-er, Twilight?" Rumble asked.

"Not exactly sure, but I want you to stay close to me, don't leave my side for anything, do you understand?" Twilight asked sternly.

Rumble nodded, "Yes ma'am"

"Good boy, now I'm not sure where we are but its best if we don't draw too much attention to ourselves, we should probably stay in the sides, in the shadows or even fly if we need to, now remember, please don't leave my side"

Rumble saluted, "I won't let you down"

Twilight chuckled, "You are the cutest thing, I wish more colts were like you"

Rumble blushed at that, "Thanks"

Both of them snuck around for Twilight to better access this situation and figure out how to deal with this situation.

"Looks like there's no ponies what so ever, just these creatures, it might be hard to find any form of help, let's head to the skies and look from there if there's a spot we can establish a spot to stay at where we'll be safe"

Both ponies flew up for a bird's eye view of the city.

"This city looks so much like Manehatten, some of their landmarks look like ours, kinda weird"

As they flew Rumble looked down and saw an ice cream truck.

"Wow they have ice cream! Lets go get some!" Rumble started flying down but Twilight teleported in front of him.

"Rumble! I told you not leave my side! You're gonna make the same mistake Derpy made!"

"But there's no evil shadows this time, besides I'm kinda hungry" Rumble held his stomach to emphasize his point.

"Regardless of whether or not there are evil shadows it's still dangerous, we don't know what this world is like, besides how will you get Ice Cream? Do you even have bits, we don't even know if this world accepts bits! We don't even know if these creatures are friendly!"

"But Twilight..."

"Rumble did you forget Derpy made this mistake? That's how you got stuck here in the first place!"

Rumble's ears dropped, "I'm sorry Twilight, I didn't mean to be useless"

"Useless?"

"That's what you said to Derpy she she made this mistake"

"Oh right", Twilight remembered what she said to Derpy before, she had some degree of guilt for it.

"I can't believe I almost made her mistake, I feel so dumb now" Rumble said, hitting his head.

Twilight approached him and patted his head, "It's fine Rumble, you're not dumb, I know it's easy to get distracted at your age, just please don't stray, I don't want you to get lost in this world, I will be very sad, scared & angry if you got lost"

Rumble gulped, "I definitely don't wan make you angry, Rainbow Dash said she you're angry you turn into a lunatic"

Twilight groaned, "Don't listen to Rainbow Dash on that stuff, she's just trying to scare you"

"Actually she said that to scare my brother but I heard it too"

"I won't turn into a lunatic but you should still listen regardless, I can be very strict with punishment, just ask Spike"

Rumble nodded, "I'll try"

"Good, now I think I see a place for us to settle down for camp, off in that rectangular shaped park, so let's-", Twilight the beard screaming from down below, she looked down and saw people fleeing, "What's going on down there?"

Twilight and Rumble landed on a nearby roof and looked down below to see a man in a red & blue suit avoiding some blasts.

The source of the blasts were. Form of pressurized air coming for the gauntlets of a man in a red & yellow suit.

"You need to work on your aim Shocker! You couldn't even hit the side of a barn!"

"Big talk coming from some puny kid!" Shocker replied.

"You mean the same puny kid that's kicked your butt dozens of times?"

"I've had you in my grasp before, this time I will end you!"

Spider-man shrugged, "Same old villain talk, it never ends"

Shocker angrily clenched his fist, "The only thing that ends is you! I'm taking you down Spider-man!"

Shocker continued to attack Spider-man with his blasts, Spider-man dodging each attack almost flawlessly before running in for a punch to knock Shocker back.

Twilight and Rumble looked impressed.

"Who are those two? And why are they wearing weird clothing?" Twilight asked.

"I don't know, but they look so cool, I bet one of them's a Super Hero, like The Power Ponies! Probably the one with the webs on his suit" Rumble said.

That brought a few memories back for Twilight, remembering the time she got sucked into a comic.

Down below Spider-man was handling himself well against Shocker, dodging all of his attacks and then rushing in for a punch that knocked Shocker back and then he used his webbing to grab him and spin him around to toss him down the street.

"That was so cool!" Rumble shouted.

"He's strong and agile, he also seems to be able to shoot webbing like a spider, that explains the design of his suit, he's a spider based hero", Twilight analyzed.

Shocker ran in to punch Spider-man but Spider-man dodged them and did a few combos to Shocker and knocked him back again.

"Yeah beat him up Spider hero!" Rumble cheered.

"Easy Rumble, don't draw attention to ourselves", Twilight said.

Down below Spider-man was still battling Shocker, though after seeing he's outmatched, Shocker decided to fall back a little and ran off.

"Where do you think you're going?" Spider-man asked as he chased after him.

Shocker then grabbed random civilians off the street and tossed them at Spider-man, prompting him to catch each civilian and set them down safely until he was distracted long enough to take advantage and attack Spider-man.

"Hey that's not fair!" Rumble shouted.

"I concur, that was a dirty trick", Twilight said.

Spider-man recovered and went after Shocker but this time Shocker had the upperhand and he punched Spider-man into the air and he landed on the roof that Twilight and Rumble were on.

Twilight made sure that Rumble stayed next to her as they watched Spider-man stand up.

"Wow, he's really close", Rumble said.

"Don't get near him, you might get caught in the crossfire" , Twilight warned.

Spider-man stood up rubbing his head then noticed Twilight and Rumble.

"I must have hit my head pretty hard, I swear I see two ponies standing there"

Rumble chuckled, "He thinks we're imaginary"

Shocker used his Gauntlets to shoot up to the top of the roof like a rocket then got into a fighting position.

"It's over Spider-man, I'm gonna take you down!"

"Way to be cliché Shocker, say something original at least"

"I'll show you...", Shocker then caught glance of the ponies, "What? What are those things?"

Spider-man looked to the ponies, "Wait, you see them too? I thought the head trauma was catching up to me"

Rumble waved at Spider-man, "I think you're cool, you're the super hero right? That makes the other guy the villain doesn't it?"

Spider-man looked surprised, "You can talk!? Ponies don't talk! Hell they don't even have wings! And that tall one has a horn! Is she a Pegasus or a Unicorn? Wait Unicorns don't exist either! What's going on!?"

Twilight looked a bit confused, "What do you mean ponies don't talk? And what do you mean Unicorns and Pegusai don't exist? Obviously they do, he's a Pegasus and I was a Unicorn, until I got my wings, now I'm an Alicorn"

Spider-man looked more confused, "Is this a dream? Or at the very least some trick from Mysterio? What's going on?"

Shocker grew annoyed, "Enough, I don't care who or what they are, I'm gonna finish you off Spider-man, and after this maybe I'll grab those two and sell them on a Black Market! Now Die!" Shocker blasted Spider-man again but he dodged out the way.

He turned to the ponies, "You should both leave, it's gonna get really dangerous here"

"I can handle myself...though I should get my friend out of here, good luck...Spider-man was it?"

"You got it, I'm your friendly neighborhood Spider-" he couldn't finish cause Shocker blasted him off the roof while he was talking.

Twilight growled, "That was a dirty trick! He wasn't even ready!"

"Like I care, all I want to do is kill him", Shocker said.

"You're a despicable being! Why do you wanna kill him so badly anyway!?"

"For a little respect among my super villain peers, they'll see me for the big shot I am"

Twilight growled, "That's a stupid reason!"

"Like I give a damn, now step aside you girly little pony, I have business to take care of"

That drew some ire from Twilight and she retaliated by blasting Shocker back with her Magic beam, just as Spider-man got back on the roof.

"Wow, impressive, remind me to never get on your bad side"

Rumble looked surprised, "I definitely better not disobey her"

Spider-Man approached Twilight, "So I take it you're not from around here"

Twilight shook her head, "We're from another dimension, we're stuck here with no way to get back home, I don't suppose you can help us?"

Spider-man rubbed his chin, "Well I have some experience with inter-dimensional travel, however I don't have the resources to help you"

Twilight lowered her ears in sadness, then Spider-man spoke again, "However I do know some people who may be able to help, I know one guy, his name is Reed Richards, he knows about this stuff, he can probably help you"

Twilight smiled ecstatically, "Oh thank you Spider-man, this means so much to me"

"No problem Miss..."

"Twilight Sparkle, and this sweet little guy is my friend Rumble"

Rumble nodded, "You're so cool, just like the heroes in my comics!"

"Wow, you have comics where you're from? Cool, you're just like a boy for this world, except you're a pony"

"I'd like to know more about this place, but if you don't mind I'd like to see this 'Reed Richards' person you spoke of, I really need to get back home as soon as possible"

"Sure thing, let's get-" at that moment Shocker came back and blasted at everyone.

"Crap! He's mad, run for it, I'll hold him off!" Spider-man said and went after Shocker as Twilight grabbed Rumble and flew away.

Spider-man went to attack Shocker but he knocked Spider-man off the roof, Spider-man using his webbing to stop his fall, then Shocker turned his attention to Twilight and blasted her, knocking her out the sky and also causing Rumble to fall.

Spider-man went to attack Shocker he retaliated by blasting Spider-man, then he went back to Twilight, both she and Rumble had landed in some bushes, so he constantly shot gauntlets at her, causing her to dodge, but also destroying part of a building, causing the rubble to fall between her and Rumble.

Twilight shook it off and realized the situation, "Rumble! Hang on sweetie!" She flew to the rubble but Shocker prevented her from doing anything by attacking her some more, he then turned his attention to the rubble and fired everywhere.

"Good luck finding that kid now!" Shocker said.

"You...you...bastard!" Twilight shouted and flew at Shocker, only to be punched away.

Spider-man then ran in and shot Shocker with some webbing, then pulled him in for a few punches before Twilight sent one more powerful blast, knocking Shocker into another building, causing enough damage to keep him down for the count.

Twilight immediately went to the rubble to find Rumble, and even checked the other side, but he was nowhere to be found.

"No...no...no...no! Rumble! Where are you!" she checked frantically.

Spider-man then heard some sirens, he went to Twilight, "Come on, we have to go!"

"But Rumble-"

"Listen if the cops find you or anyone else sees you it's gonna be a lot harder for both of you, I'll come back to look later but we have to go!"

Twilight teared up, "I can't leave him, he's only a colt!"

"I don't want to leave him either but staying might endanger him, come with me back to my place! You can hide there, I'll come back and look for Rumble!"

Twilight reluctantly agreed to go and followed Spider-man back to his home as the police, fire trucks and ambulance arrived on the scene.

* * *

 **That's all for this chapter, see what happens soon when Twilight discovers the other side of Spider-man, plus where has Rumble gone? Will Reed be able to help Twilight? Have we seen the last of Shocker?**


	2. Bonding with Peter Parker

**Time for some Twilight Peter bonding, plus where's Rumble?**

* * *

Spider-man had taken Twilight back to his apartment, they entered through the window, Spider-man looking to first make sure no one was watching him.

"Ok stay here, I'm gonna go find your friend, if you get hungry you can help yourself to anything in my fridge, if you get tired feel free to use my bed, but don't answer the phone or answer the door for anyone, keep as low of a profile as you can"

Twilight nodded, "Ok, please find him, I'm really worried"

"I'll do my best", Spider-man then swung away, with Twilight hoping and praying for Rumble.

Spider-man made his way back to the battle ground and saw local authorities checking on stuff, Spider-man had to act quickly and not chance the fact they may have found Rumble.

He searched near the rubble, then in various garbage bins and dumpsters to see if he was hiding nearby.

"Damn, not here, where did the little guy go? He probably flew off on his own, this city's so big, and pretty dangerous, if I don't find him that girl's gonna flip"

As he continued to search, a friend approached from above, "Yo Spidey! What's up?"

Spider-man looked up and saw The Human Torch, Johnny Storm.

"Johnny? What are you doing here?"

"I heard about the damage, so I came here to check on things, man this place really went to hell, so who were you fighting?"

"Shocker"

"Wow, he must have been pissed"

"Yeah, listen I need a favor from you, come down a moment please"

Johnny flew down, "What is it?"

Spider-man spoke in a hushed tone, "I need you to keep a major secret, don't tell anyone, no one at all, well except Reed cause it's gonna involve him as well soon"

Johnny nodded, "Sure thing, I kept your identity a secret from everyone didn't I?"

Spider-man looked around one more time then spoke, "I found someone that came from a different dimension"

Johnny looked curious, "Another Dimension? Wait it wasn't The Negative Zone was it?"

Spider-man shook his head, "No, she's from another world, I don't know which one since I didn't ask yet but get this...and don't laugh, I'm being serious when I tell you"

Johnny grinned, "Pete, I've seen so many weird things the last few years, from Skrulls, to guys that love underground, we've even battled a planet eater"

Spider-man remembered Galactus, Johnny has more experience with him but almost every Super Hero has seen Galactus at least once.

"Ok here's the thing...she's a pony"

Johnny looked taken back, he did not expect to hear that, "A pony?"

"Seriously, a magical talking pony"

Johnny didn't know what to say, he wanted to tell Spider-man that's impossible but he knows better, especially when he knows an alien that's known for doing the impossible, plus he knows Peter once met a cartoon pig version of himself.

He also remembers a duck that Imnows 'Quack Fu'.

"So, you found...a pony?"

"Look if you wanna see for yourself I'll show you tomorrow, right now I need to find her friend, he got lost during the battle with Shocker after he tried to kill them"

Johnny put his hands out, "Whoa, whoa, whoa, Shocker tried to kill them? What for?"

"She attacked him trying to help me, during the battle a small pony with her got lost, now she's at my apartment while I find her friend, I told her I'd introduce her to Reed and he can probably send her back home"

Johnny grinned, "You got a girl in your apartment Parker?"

Spider-man pulled his mask off to show his annoyed face, "She's a pony!"

"I won't judge"

Peter raised his eyebrow, then shook his head and spoke more, "Look you just need to let Reed know about this issue, I don't expect him to believe it straight away but tomorrow I will bring her to The Baxter Building, and hopefully I will have her friend too"

Johnny sighed, "I would say you're crazy, but strangely I believe you, mainly cause like you said, there's been weirder"

"Good", Peter put his mask back on, "I need to find that colt, if you see him let me know, he's got a grey coat with black hair, he's also got wings"

Johnny waved his hands erratically, "Wait, he's a Pegasus? That's just weird, is the girl a Pegasus?"

"She said she's an...alicorn I think it was, cause she said she was a Unicorn, then got wings"

"So does that mean the kid will get a horn eventually?"

"I don't know how it works, I'll ask her when I see her, now I need to find the kid, if you want to help you're more than welcome"

Johnny nodded, "Sure thing"

Both Johnny & Spider-man continued looking for Rumble for a while, eventually it started getting dark.

"Aw man, it's too dark to see anything, God I hope that kid's alright, I swear if I ever see Shocker again I'm gonna give him hell for doing that to the poor colt"

Johnny approached Peter, "I can keep looking, I can use my fire to light things up, but you should head back, you've had a long day and you need to handle that other pony, she's probably worried sick"

Spider-man sighed, "Fine, that poor girl's not gonna be happy, anyway try to be at my Apartment around Noon Tomorrow so we can get the girl to Reed"

Johnny saluted, "Will do Captain"

Spider-man chuckled, "Real funny" he then swung away as Johnny continued searching for Rumble.

Spider-man arrived back to his apartment building, but instead of going through the window, he switched to his street clothes and went through the front lobby.

He made his way to his apartment, on the way he pondered if whether or not he should go in there without his mask and suit. He then decided since she's not gonna speak to the public anyway there's no point, besides he didn't want to be in his apartment in his suit all the time, he decided maybe he could trust her.

Meanwhile in the apartment, Twilight was pacing around, wondering if Rumble was ok and wondering if this Reed person could really help her, then she heard the door unlock and Peter came inside.

"Twilight!?" he called.

"Spider-man?"

Peter approached Twilight, she noticed something different, "Where's your super hero suit?"

"I switched to my street clothes to enter this building, entering as Spider-man is too risky, I was lucky before but if someone saw Spider-man enter this building it would cause some suspicion"

"I see, wait don't you have a secret identity? I can see your face...you look better without the mask, I like your mane, er I mean hair"

Peter rubbed his head, "Yeah I do, but if you're gonna live here I don't want to be in my suit all the time, besides it's not like your gonna be interacting with people, I imagine you wanna stay hidden too, the people of this world fear things they don't understand"

"Yeah your right I guess, I did plan to stay hidden, though unfortunately I may have made an enemy with that Shocker person, but still you can trust me with your identity? What if the people in this world do accept me?"

"Well, would you tell anyone?"

Twilight shook her head, "No not at all, I respect your descion to keep your identity a secret, I'm sure you don't want that Shocker person following you everywhere"

"Not just him, I have a lot of enemies who want me dead, besides I think I can trust you, you seem like a reasonable girl, caring too, like with that colt"

That set off something in Twilight's head, "Wait! Rumble! Did you find him!?"

Peter shook his head, "Sorry, he wasn't at the sight, and since it was dark I wouldn't be able to find him, but don't worry, one of my friends is helping"

Twilight got curious, "Friends? I thought we were being kept a secret?"

"Well he's gonna meet you anyway, he's Reed's brother-in-law"

"So that' show you know him? You're friends with his brother-in-law?"

"Well I met Reed before that but yeah, he helped me stay connected, he's a super hero too, except he doesn't have a secret identity"

"Really? Why not?"

"He enjoys the fame that comes with being a Super Hero, he uses it to gain public credibility and for popularity, so while he has a superhero name, he doesn't hide his identity, the name is just for perks"

Twilight groaned, "He sounds like my friend Rainbow Dash, she's a show-off in that regards too"

"So you have show offs in your world, when I imagined a world of magical ponies I figured there was nothing but peace & harmony"

"There is, we follow the mantra, 'Friendship is Magic', but that doesn't stop some ponies from being brash or arrogant"

Peter snickered, "Friendship is Magic? Sounds so silly"

Twilight looked offended, "It's not silly, it's something I take very seriously, especially as The Princess of Friendship"

Peter went wide eyed, "You're a princess!? Oh crap why didn't you tell me, I didn't look like an idiot to you right!?"

Twilight waved her hooves, "No, no, relax, I may be a princess but you don't need to act a certain way, you're fine the way you are, like I said I have a show-off friend, so I don't judge, besides you're a superhero, wait do you have any mottos or catchphrases?"

"Several, but the one quote that guides me is 'With Great Power, Comes Great Responsibility', that's my mantra"

"Wow, that's amazing, where'd you hear that?"

"From my uncle, he taught me a lot and I'm eternally grateful for that"

"Your uncle sounds like a great man, does he know you're a superhero?"

Peter shook his head, "No, he died before I officially became a superhero, I had the powers but when he died, that's when I decided to use them for good, to honor his memory and the quote he taught me"

Twilight's ears drooped, "I'm so sorry to hear about your uncle, but it's great that you did that for him, how did he die exactly?"

Peter sighed, "If it's ok with you, I don't wanna go into that right now"

Twilight felt shamed, "Oh sorry, I guess that was too much"

Peter shook his head, "It's fine, don't worry about it"

Twilight nodded, "So, are you sure it's ok if I stay here? I don't wanna be a burden"

"Where else can you stay?"

"Well, I considered making camp in that rectangular shaped park"

Peter looked at her like she's crazy, "You were gonna spend the night in Central Park!? That place is dangerous at night, there's muggers & drug dealers, if someone saw you who knows what they'd do!"

Twilight looked surprised, "Wow, I didn't know it was dangerous, why are there so many bad people there?"

"This city's filled with bad people, that's why people like me are around"

"Are there other Super Heroes besides you and your friend?"

"Yeah, many more, some street level like me, others only showing up if it's a Big Time villain"

"Wow, amazing, well it's good you're keeping your city safe, what's this city called anyway?"

"New York City, this part of the city is called 'Queens', the pat I found you is called 'Manhatten', there's 3 other boroughs too, The Bronx, Brooklyn & Staten Island"

Twilight looked surprised, "Manhatten? That's weird"

"Huh? Why? Is it the name?"

"Yeah, we have a city where we're from called 'Manehatten'"

Peter blinked a few times, "'Manehatten'? Wow, do you have your own Las Vegas too?"

"You mean 'Las Pegasus'?"

Peter looked like 'what', "Wow, bizarro"

"Well still it's nice to see you do this, but since I'm staying, will I learn your real name? OR anything else about you? Like how you got your powers or if you were born with them?"

Peter pondered then decided, "Yeah I think I can tell you about me, but only if you tell me about you"

Twilight nodded, "Sure thing"

Peter took a breath, "My name is Peter Parker, I became Spider-man when I was a young boy still in High School, I got my powers after being bitten by a Radioactive Spider, at first I was gonna use it for selfish reasons, like making quick cash cause I wanted to impress some girls and stick it to some bullies, then after my uncle died I decided to use my powers to help people who need it, I would protect everyone I see and bring this city out of it's dark abyss"

Peter noticed that Twilight was taking notes, "What are you doing?"

Twilight looked up and realized what she's doing, "Oh sorry, I have a tendency to take notes when I'm learning something, sorry about that", she put the pen and paper down, "I like your writing tool though, a lot easier than using ink and feather"

"It's fine I guess, just don't go around telling people, besides it's kinda cute, I have a tendency to be a little nerdy too"

Twilight looked insulted, "It's not nerdy...well I don't think it is"

"I'm not knocking you for it, maybe a better term is, I like that you seem like an intellectual"

Twilight smiled, "Thanks, much better, but what do you mean you too? About the nerd thing?"

"Well I was a major geek in high school, I always studied science and I love chemistry, many have told me I could have become a great chemist"

"That's so great! You have a love for science just like me!"

"Like you? You don't use science, you use magic, they're opposites"

Twilight shook her head, "No they go hand in hand"

Peter scratched his head, "This is so confusing, I mean I know one hero, Iron Man, who says the same thing you did, that magic was just an old form of science, but Reed insists magic doesn't exist, it's only an illusion and that it's only science"

Twilight raised her eyebrow, "This Reed person needs to work on his theories, glad this Iron Man person would likely agree with me"

"Well anyway yeah I was a geek when it came to that"

"Did you ever pursue it?"

Peter shook his head, "No, once I became Spider-man all my ambitions became focused on saving people, in fact when I became Spider-man, my grades tanked a little, as did my social life, and my family life to an extent, I never told my friends or my aunt about my identity, I didn't want to endanger them, that's why I wear the mask, not to protect me, but to protect them"

"That's so sweet, I take it that your other friend doesn't have that worry?"

"Other? Oh yeah, his name is Johnny Storm by the way, or The Human Torch as he also calls himself, he doesn't need to worry cause his only family is his sister, and she has powers too, the ability to turn Invisible and create force fields"

"Wow, so do they work together as brother and sister?"

"Actually they're in a 4 hero team, you have Johnny, The Human Torch, his sister Susan, The Invisible Woman, her husband Reed is also a hero, his name is Mr. Fantastic and he has the ability to stretch any part of his anatomy like rubber, and their best friend Ben Grimm, AKA The Thing, he's a giant rock person, don't let his appearance fool you though, he's a really nice guy and when you speak to him you'll love him like everyone else does"

"Wow, a giant rock person, my friend's sister would like him, she loves rocks"

Peter chuckled, "I'd say they could hook up but he's already got someone in his life"

"Wow, she doesn't mind that he's a rock person?"

"Well...she's blind so no"

"Oh, well it's still nice to have someone, do you have anyone?"

Peter blushed a bit, "I don't wanna delve into that just yet, but I did have some girls in my life"

Twilight nodded, "That's nice, better luck than I have had, well with guys"

Peter nodded, "So tell me about you Twilight"

"Well I come from Equestria, I was raised in a city called Canterlot but now I live in a village called Ponyville, ever since I was a young filly I had a huge interest in magic, I wanted to the the best Unicorn, so I studied day and night, for me it's eat, sleep, study, repeat"

"Wow, must have been hard having a social life with all that studying"

"Well...I didn't have friends growing up, it wasn't important to me, for a while the closest thing I had to a friend was my big brother, but all my hard work paid off when Princess Celestia, the ruler of our world, was so impressed by my skills, she made me her personal apprentice, and one of my first major assignments was to make friends"

Peter chuckled, "Wow really? Not that it's a bad thing but you make it seem like it was really important"

"Like I said, Friendship is Magic, it's not some cheesy saying, it's for real, by making friends we were able to use our combined power to defeat an evil mare named Nightmare Moon, and we were able to restore her back to normal"

"Back to normal?"

"Well she wasn't always evil, something possessed her, got in her head and made her into something bad"

Peter had some deja vu, "Oh, I get it, I've had issues with something like that once"

"Really? What was it?"

"Tell you later, please continue"

"Oh right, so by teaming with my friends we saved Nightmare Moon, and reverted her back to Princess Luna, who was Celestia's younger sister, since then my friends and I have been together since"

"That's kinda sweet actually, now tell me this you said you were a Unicorn, then you got wings, how does that work?"

"It's very rare, I'm only the 4th Alicorn Princess, and the second to ascend to that, the first two, Princess Celestia and Princess Luna were born alicorns, bringing in The Sun & The Moon, the 3rd princess, my sister in law Princess Cadance, she figured out the true meaning of love and went from a Pegasus to an Alicorn, now she watches over a whole empire with my brother Shining Armor, I became a princess after I learned the true meaning of Friendship, and now me and my friends protect Equestria together and spread the message of friendship everywhere we go"

"Wow, so cool, a princess of the sun and moon? Wait they bring the sun and moon? How?"

"They use their magic to raise the sun and moon"

Peter looked dumbfounded, "How!?"

Twilight wasn't sure how to respond, "They just...raise them, how does the sun and moon rise and set here?"

"The sun sets by itself, the moon doesn't set, it stays in the sky, it's just easier to see at night"

Now Twilight was dumbfounded, "How does that work?"

"Uh..." Peter searched around and found a Globe, "Here's our Planet, it's called Earth, and it spins", Peter spun the globe, then he grabbed a flashlight, "This is the sun", he aimed it at the side, "As our planet turns, the sun covers different parts, it doesn't actually move, our planet does, so when it spins to the other side, it's night, when it comes back, it's day, as for the moon, it's just always in the sky, rotating around our planet", Peter used a piece of crumbled paper for the moon, "and it never really sets, but during the day it's just harder to see cause the sun's out, come nightime it's easier to see"

Twilight took some notes on that, "That's someone I can share...wait can I share it?"

Peter nodded, "Of course, I mean most in our world know Astronomy but you can share it when you get back home"

"I'm so amazed on how different our worlds are so far, I can't wait to learn more!"

Peter chuckled, "You'll learn more, you can even ask Reed to teach you, he works part time as a Professor in a college"

"Wow, he must be really intelligent then"

"Yeah, so how exactly did you even get here?"

"Me and my friends were battling an evil pony called King Sombra, we thought we had defeated him once before, but he managed to return and enslave everypony, he had also kidnapped the sisters of some of my friends in the process, me and my friends went to challenge him, we had him beat but he turned the tables by sending by sending me, my friends, their sisters as well as Rumble and some other ponies through different portals, I followed one of my friends after grabbing Rumble, she's probably in this world somewhere but I don't know where my other friends went"

"wow, so are your friends like, warriors?"

Twilight shook her head, "Not really, we just represent the Elements of Harmony, a strong Magic in Equestria, my Element is Magic as my Cutie Mark points out"

"Cutie Mark?"

"Yeah this", Twilight pointed to her flank, causing Peter to blush, "I really shouldn't be looking at a girl's backside, it's impolite"

Twilight giggled, "Don't worry, it's normal, you're only seeing the sides, I won't get mad, but I appreciate you being a gentlecolt"

"Gentlecolt?"

"Oh sorry, force of habit, what's your species anyway?"

"I'm a human, and I think you're looking for Gentleman, I gotta teach you Earth Lingo soon"

"Right, well my Cutie Mark is a symbol of my talent, which is magic, that is also my element, my friend Rainbow Dash represents Loyalty, despite her brash nature she's never turned her back on us"

"Good to know"

"My other friend Applejack represents Honesty, she always tells the truth, no matter how hard it is"

"Applejack? Makes me hungry"

"Well she runs an Apple Farm, maybe one day you can try one of her apples, anyway there's also my friend Rarity, she represents Generosity, she's always giving"

"Sounds sweet, a person like her IS a 'rarity', haha, get it?"

Twilight put on a fake smile, "Right...then there's my friend Fluttershy, who represents Kindness, she's nice to all living things"

"She sounds sweet, though I imagine many here would take advantage of that"

"That would be unfortunate, and then there's the final element Pinkie Pie, who represents laughter, she always makes ponies laugh and she's always happy and loves a good party"

"Sounds like my friends Johnny & Bobby would like her, I'll even bet Deadpool would like her too"

"Deadpool? That another hero?"

"Not really, he's a Mercenary who never shuts his mouth"

"Sounds like Pinkie, minus the Mercenary part"

"So together you're a powerful force"

"Yeah, but separated, Sombra is gonna take over my home, which is why I need to get back, all my friends are in trouble, I just hope Spike can keep everyone calm enough"

"Spike? Who's' that?"

"My assistant, and sorta like a little brother, though he's not a pony, he's a dragon, but he's still my friend, I left him in charge of watching over everypony, I hope he can handle that task"

"I see, wow a Dragon, sounds cool, but speaking of little brothers what about Rumble? He your little brother too?

"No, he's the little brother of a pony I know, I don't know Rumble too well honestly but I do hate the idea of him being alone out there, I hope your friend has success, I can't bare the idea of going back and telling his brother that I lost him here"

"You won't, we'll find him"

Twilight nodded, then yawned a bit.

"I'm guessing you're tired"

"I shouldn't be, I'm very worried about Rumble, though it's been such a long day for me"

"Just go to bed Twilight, tomorrow we're gonna visit Reed, and don't worry about Rumble, we'll find him"

"I hope so, where do I sleep?"

"Use my bed, I'll sleep on my couch"

"But-"

"No buts, you're my guest so you take my bed, I don't mind"

Twilight smiled, "You're a sweetheart", she leaned in to kiss his cheek, causing a blush, "I'm glad I met you, I do feel safer"

Peter chuckled, "Yeah well, don't get too attached, girls who get too close to me often regret it"

"I doubt that, good night Peter", she went to his bed as went to his living room, he decided to go back out, he felt the need to find Rumble, knowing she was worried, he only hoped the kid was alright.

Meanwhile in the city, Rumble is sneaking around, scared to death for being lost and not knowing where Twilight was.

"I gotta find Twilight, she'll be so mad that I wandered off though"

As he moved through the area, someone had been watching him.

"Who's this little cutie?"

Rumble walked and then the person in question appeared before him, "You lost little guy?"

Rumble stepped back, this person seemed different than the others, he could tell from the voice it was a girl, she had long white hair, a black latex suit and a black mask over her eyes.

"Wh-wh-who are you?"

She leaned down, "You can talk too, wow a Pegasus in New York that talks, I've seen some strange things but this is something else"

Rumble trembled, "Are you a hero like Spider-man? Or a villain like Shocker?"

The girl chuckled, though was interested by the fact he knew who Spider-man was, "I'm not like Shocker, I don't attack people, but I'm not that much like Spider-man either, though I do know him, he's a friend of mine"

Rumble looked a bit excited, "Can you take me to him?"

The girl smiled, "Sure thing, but not now, it's late, and I bet you're tired"

"Aw, but I need to speak to him, he might know where my friend is"

"Oh, so there's more, well tell you what, I'll take you to my apartment and tuck you in, then I'll find Spider-man as soon as possible, does that make you feel better?"

Rumble nodded, "Ok Miss"

"So little guy, wanna tell me your name? Do you have one?"

"It's Rumble, what's your name?"

"I am known as Black Cat", she removed her mask, "But you can call me Felicia if you want"

Rumble stared at her, "You're really pretty"

Felicia chuckled, "Aren't you daring? Putting moves on a girl you just met"

Rumble looked confused, "Huh?"

She shook her head, "Nevermind", she put her mask back on and picked him up, "Lets go" she quickly went back to her apartment.

* * *

 **Well now Twilight and Peter are well acquainted, and now Rumble has a new friend, what happens when all the paths cross, and will Reed Richards be able to help Twilight?**


	3. Fantastic Meeting

**Twilight's gonna see something Fantastic**

* * *

Spider-man swung through the skies of New York City, hoping to to find Rumble, for Twilight's sake.

"Where could this kid be? I hope someone bad hasn't found him, I'd hate to see him in the clutches of someone like Electro, or Doc Ock, or even *shudder* Norman Osborn"

As he swung through the skies, he noticed Black Cat on a rooftop.

Spider-man groaned, "What's Felicia up to?"

He swung over to her, "Hold it Felicia"

Black Cat grinned, "Hey Peter, how's it going?"

Spider-man simply glared, "What are you up to at this hour? More burglaries?"

Black Cat pouted a bit, "What? No 'Hello Felicia'? I thought we had something" she had asked in a flirty tone before approaching him and putting her hand on his chest, "Surely you know how to treat a friend who cares for you?"

Spider-man blushed under his mask but shook it off, "Cut the crap Felicia, just tell me what you're doing"

Black Cat sighed, "Well truth be told I was looking for you"

This peaked Spider-man's curiosity a bit, "Why me?"

"Well I recently found this adorable little Pegasus who claims to know you, says his name is Rumble"

Spider-man's eyes widened, "You found Rumble? Where is he? He's not hurt is he?"

Black Cat shook her head, "He's fine, he's at my place, I'm gonna watch over him for now"

"Huh? Why would you want to do that? What do you have to gain? Wait you're not gonna sell him are you!?"

Black Cat chuckled, "No, I just want him around for a bit, like most girls I've always wanted a pet pony"

Spider-man could tell she wasn't being totally serious but humored it a litt "Well he's not for being a pet, he needs to come with me so his friend won't have to worry, I promised her that I would bring Rumble back"

"We'll tell his friend that she won't have to worry cause she can see him tomorrow night, besides he's probably really tired right now, best not to move him"

Spider-man sighed, "Fine, what time do you want to meet tomorrow?" Spider-man asked.

"8pm sounds good, we can meet on this rooftop, and while the two ponies get reacquainted, you and I could do a little...catching up", she gave a flirty wink, much to Spider-man's discomfort.

"Fine, but treat him well, this girl can be pretty scary when she's pissed"

"Sounds like a challenge", she gave an evil grin.

Spider-man rolled his eyes and swung away, leaving Black Cat with a devilish grin.

"Maybe I can have a little fun tonight before-"

"And if any houses get robbed I'm gonna know it's you!" Spider-man shouted, much to her annoyance, "You're no fun sometimes".

Spider-man made his way back to his apartment and changed back into Peter Parker, he was about to sleep when he heard Twilight.

"Peter, are you there?"

Peter looked to see Twilight come out the bed room.

"Twilight? What are you doing up?"

"I couldn't sleep, I was worried about Rumble, then I saw you left so I got worried about you, where were you?"

Peter rubbed his head, "I couldn't sleep well either, I was worried about that colt too, so I went to look for him"

"I had a feeling you would, you're kind to do so, I take it you had no luck"

"Actually, while I didn't find him, I know where he is"

Twilight's eyes beamed, "Really? Where!?"

"Someone I know has him, she is called Black Cat, don't worry she's not evil, she's not good, but she's not Shocker evil"

Twilight raised her eyebrow, "Then what type of evil is she?"

"She's...a cat burglar, she only steals, she never hurts"

Twilight's eyes widened, "Rumble is staying with a criminal!? We gotta go get him, where is this lady!"

"Easy Twilight, I know you're worried, but she assured me she would take care of him and we can see them tomorrow at 8pm, I know I said she's a crook but please trust me when I say she won't hurt him"

Peter looked into Twilight's eyes when he said that, he had to admit she had nice eyes but not the point, while Twilight had doubts she had to trust his judgment, he seemed like a nice boy, plus she couldn't mistrust his eyes.

"Ok Peter, I trust you"

She decided to go to bed, Peter flopped on his couch, ready to just call it a night.

The next morning Peter woke up and smelled something good, he checked in the kitchen and saw that Twilight had made him breakfast, Toast with Fried Eggs and some waffles.

She smiled to him, "Good morning Peter"

Peter rubbed his eyes, "Morning Twilight, did you make this for me?"

Twilight nodded, "I figured you could use a good breakfast, good thing you seem to eat stuff I eat, so I was able to make it, I hope you like sunny side up, I've always had a personal preference for the sun...no offense to the moon of course"

Peter raised his eyebrow, then remembered her mentioning the princesses raising the sun and moon, and being the apprentice to the sun princess, hence the sunny side up comments.

"It looks great, but you didn't have to go through this trouble, you're my guest, I don't want you getting up early just to make me breakfast, you could sleep as late as you want"

Twilight shook her head, "It's no big deal, I'm always an early bird, I saw you were still asleep so I figured I'd surprise you with breakfast, you are housing me, so it's the least I can do"

Peter sat down, "You're really nice, though it's also a bit weird since you're a princess, you must be used to ponies waiting on you"

"Oh no, no, no, nopony waits on me, well Spike waits on me but he's always been my assistant, and he enjoys it so it's not a hassle for him, but I don't like being treated differently just because I'm a princess, it's kinda weird for me"

Peter chuckled, "You're modest, I like that in a girl, you've got great power, great responsibility, but you seem really down to Earth...or Equestria for you"

Twilight nodded, "Well eat up, you need proper nutrition"

Peter nodded and started eating.

"So when do we go to see Mr. Reed Richards?"

"Later on, I gotta go to work first, it's a pretty short day so I should be home around 3pm, or 4 if my boss gets really demanding, we can hopefully be at The Baxter Building by 5pm or 5:30, and meet with Black Cat at 8pm to get Rumble"

Twilight nodded, "Ok Peter, I could just wait here"

"If you get bored you can watch TV or read a book or play a-"

"Book? What books do you have!?" Twilight eagerly asked.

Peter backed off, "Whoa, you were excited"

"Well I was a librarian before I became a princess, I love to read, I've read many books since I was a filly"

"That's good, most kids these days just play video games, you decided to enchance your intelligence, if only more kids had your love of reading, then the world would probably be a smarter place"

Twilight nodded, "Yeah, it would, both our worlds...so what books do you have?"

"Well, I have educational books and regular novels, if you want I can even stop by the New York Public Library and get you some more books, shouldn't be too hard getting a good book there, it's the biggest library in our world, well at least in this country, or this state, point being it's huge"

"Wow...I wish I could go there, I bet I could spend forever there"

"Well I'll grab something later, in the meantime go to my bookshelf and knock yourself out, I'll be back later"

"Ok, bye Peter"

Peter left the apartment while Twilight checked on the books.

"Wow, he's got some interesting books, I will say it's good to have a friend to share my intellect, not that I don't value the girls, and Rainbow Dash at least likes Daring Do, but Peter seems more varied", she grabbed a book that looked like a history book, "Oh, American history, this country is called 'America', maybe I can learn a little more about it", she also grabbed an Astronomy book, "The Astronomy here may be different than my world, he did say the sun rises and sets on it's own", she also grabbed a novel, "And for a little entertainment"

She sat down ready to read, "So nice of him to let me read his books, amazing I've barely known him a day and he's been so nice, he seems like a sweet boy, though he also appears to be a bit awkward, well so was I, but he's also got a good sense of justice, even to the point where he goes out at night to find a colt he barely knows, well he is a super hero, it's in his nature to be helpful I guess"

She simply kicked back and read the book, meanwhile Peter is giving his Spider-man pictures to his boss, J. Jonah Jameson.

"Here's the pictures sir, I got good shots of his battle against Shocker"

Jameson grabbed them, "I like them, here's the headlines, Spider-man & Shocker destroy part of a city!"

Peter sighed, no matter what he did as Spider-man he'll still be tainted by The Daily Bugle, though most people never believe the papers it's still really annoying.

As he handed the pictures he realized one of them had a brief glimpse of Twilight, he attempted to take the picture back but Jameson grabbed it.

"What's thing purple thing? Parker did you happen to get better pictures!?"

Peter looked nervous, "Uh, I didn't even notice it, probably just some toy or something"

Jameson looked closely, "Doesn't look like one, looks pretty real, but then again, maybe it is nothing, who heard of a Unicorn with Wings? Unicorns don't even exist!"

Peter chuckled nervously, "Right...so anything else you need?"

"Well today's a bit slow, I won't need you anymore right now, you may leave early, but if I have something I'll call you", Jameson said.

Peter sighed in relief, he would much rather be back with Twilight due to his concern for her.

Jameson wrote a check, "Here's the money for the pictures"

Peter looked, not a lot but it's still enough, though he probably would need more soon, he has an Alicorn Princess to support, and soon a Pegasus Colt.

Peter decided to head home, though not before stopping at the Library to pick out some books for Twilight to read, he got back home, "Twilight, I'm home early!"

No answer.

"Twilight, it's me Peter, I'm home"

Still no answer, Peter got a little paranoid, did she leave? Did someone discover her? He went dramatically into the apartment and shouted, "Twilight!?"

He saw her sitting on a chair reading, then she noticed him.

"Oh, Peter, wow you're a little early, lucky you I guess"

Peter sighed in relief, "Twilight why didn't you answer? I got so worried, I thought you weren't here!"

Twilight put the book down and noticed the very worried expression on his face, then felt a bit guilty, "I'm sorry Peter, I was really into the book, I guess I didn't hear you"

Peter saw her sorrow so he put on a assuring smile, "It's fine, maybe I'm just a little paranoid"

Twilight nodded, "I'm glad you care though, kinda surprises me you care so much for a creature you barely know"

"I value all types of life, especially intelligent life, as far as I'm concerned, you're just a girl that needs my help, and I'm here to do so"

Twilight smiled at that, "You make a great friend Peter"

"Friend? Do you consider me a friend?"

"Well...if you'd like, you don't have to"

Peter waved his hands, "No, no, no, I like the idea, I just feel flattered that a princess of friendship wants me to be her friend, I figured it's a sacred thing"

Twilight rolled her eyes, "I'm just another pony, not some mythical Goddess, you seem nice so I'd like to have you as a friend"

Peter nodded, "Well so would I, oh by the way, I picked up some more books for you", Peter said and showed her the books, most of them regular stories.

"Oh wow! You're the best Peter!" Twilight looked at the books, "Wow, this one has magical wizards, wow that boy has quite a scar on his head, oh this one is more medieval based, humans, elves & Dwarves, this one...what do they play games based on food? Oh and this one...has my name, and it's about...vampires? That sparkle?"

Peter chuckled, "I figured you'd get a kick out of that one, it's too girly for me but maybe you can appreciate it"

Twilight nodded, "Thanks Peter, I can't wait to read these...wait when do we go to see Mr. Reed Richards?"

Peter checked the time, "Soon, let me just sit down a moment, maybe get something to eat, if you don't mind"

Twilight shook her head, "Not at all, you need your energy after all, I could make more food for you"

"I don't want you to burden yourself"

"It's no burden, you've been really kind to me, I feel the need to do something nice for you"

Peter nodded, "Ok, nothing too grand though"

Twilight nodded and went to the kitchen to make the food.

Later that day Spider-man & Twilight had made their way to The Baxter Building, they made sure to stay high enough and hope no one noticed Twilight.

"This city is so big", Twilight said.

"Sure is, one of the biggest cities in this world", Spider-man said.

As they moved, Spider-man pointed to the New York Public Library, "There's the library I mentioned"

Twilight gawked at the size, "Wow! It's so huge! I wouldn't mind getting lost in there!"

"One day maybe, lets hurry up now"

They kept going until they found the Baxter Building, "There it is", Spider-man said.

Twilight observed, "The one with the giant 4 on it?"

Spider-man nodded, "Yeah, the symbol of The Fantastic Four"

Twilight then thought of something, "Have you ever been affiliated with a Super Hero Group?"

Spider-man nodded, "A few, I prefer to work alone for now though, until I feel I'm ready to join my favorite Superhero Group, The Avengers"

"Nice to have goals, I'd like to hear more about that group"

"One day you'll probably see them, lets head inside"

They landed on the roof of the building, "Going through the front's too risky, we'll go through the roof"

They entered through the door and appeared at the penthouse, Spider-man unmasked and knocked.

The door was opened by Johnny Storm, "Hey Pete, what's up?"

"Hey Johnny, I have a visitor", Peter said and gestured to Twilight.

"Hello, you must be Johnny Storm, Peter's told me about you, my name is Twilight Sparkle"

Johnny stared for a moment, he shouldn't be surprised she's real, but it's still weird nonetheless, "Hi...nice to meet you Twilight...wait here", Johnny went inside.

"Wow, he's almost never speechless", Peter said.

"Where did he go though?" Twilight asked.

"Yo Reed! There's a pony at the door!" Johnny shouted.

Peter face palmed, "Seriously Johnny?"

Then a woman approached the door, "Wow, my brother wasn't kidding, there is a pony"

"Hi Sue, this is Twlight", Peter said.

Twilight waved, "I take it you're Johnny's sister? The Invisible Woman?"

Susan nodded, "Yes, I take it Peter's told you about us, why don't you both come in?"

The two went inside, "Reed, we have guests!"

Twilight looked around, it seemed pretty fancy and a little sciencey.

"Quite a place to live", Twilight said.

As she looked around she caught her first glance of The Thing, Ben Grim.

"Is that the rock man?" Twilight asked.

Peter nodded, "Yeah, hey Ben, come meet a friend of mine!"

Ben approached them, "Wow, a pony, never thought I'd see that"

Twilight waved, "Hello, I'm Twilight"

"Well at least she's friendly, then again it's a winged unicorn, they're expected to be friendly"

"Um, the term is an alicorn Ben", Peter said.

"Alicorn?"

Twilight nodded, "That's right"

Reed made his way to Twilight and Peter, "So is this the pony?"

"Yeah, she says her name is Twilight", Ben said.

Twilight turned to Reed, "Twilight Sparkle, and you are Mr. Reed Richards?"

Reed nodded, "Yes I am, you may simply call me Reed, I must say I've never seen a creature like you, except only in fairy tales"

"Well I am not of this world, I have been banished here by an evil King, I am in need of a way back, Peter says you know about Dimensional Travel, I was hoping you could help me"

Reed nodded, "I do experiment with Dimensions and other worlds, I believe I can help you, though it may take some time, tell me about your world though, what is it called? Are there other winged unicorns-"

"Alicorns" both Peter and Twilight said.

"...Alicorns, are there more like you?"

"I am one of four, the place is called Equestria, you'll see Unicorn Ponies, Pegasus Ponies & Earth Ponies"

"I see, and what does it look like?"

"well, there are villages and cities, like this world, grass everywhere, cities in the sky made of clouds, it's just a magical place"

"Well I think I can probably find it, like I said it could take a while, so you may be stuck here quite a bit", Reed said.

Twilight's ears drooped, "Oh, well at least I know I can get home, the sooner the better", Twilight said.

Peter approached her, "And you're still more than welcome to stay with me until you get home"

Twilight nodded, "Thanks Peter, I was hoping not to be too much of a burden but-"

"It's nothing, I don't mind watching over you, it's nice to have company"

Twilight nodded, "I appreciate all of your help, looks like you all follow the true meaning of the word 'hero'", Twilight said.

"Don't get all sappy on us", Johnny said.

Twilight turned to him, "Wow, you ARE like my friend Rainbow Dash"

"I take it that your friend Rainbow Dash is really freaken awesome?" Johnny did a cocky smile.

Twilight rolled her eyes, "Well if she were here, she'd definatley agree with that statement"

"Sounds like a cool pony, so is she an Ali whatever to or..."

"Alicorn...and no, she's a Pegasus, she's one of the fastest flyers in our world, besides a group called The Wonderbolts"

"Wonderbolts, sounds cool, I'm quite a fast flyer myself, I gotta challenge Rainbow Dash and these Wonderbolts one day"

"Yeah I'm sure Rainbow Dash would like that, she loves a good challenge, I just hope wherever she is she's fine"

Peter then had an idea, "Hey Reed if you find her world, you think you can find her friends too? Like their worlds?"

Reed though, "It's possible but for now I'm gonna focus on finding hers"

"That's fine, if I can get back to my world I can trace King Sombra's magic to find out where he banished my friends"

Reed sighed, "Magic...always seems to cause problems"

Twilight looked annoyed, "Excuse me?"

"I'm just saying, Magic is rarely used for good, it's always some evil sorcerer"

Twilight got even more annoyed, "Hey, as someone who's studied magic since my days as a foal I take offense to that!"

"I didn't mean to offend you but it just seems like those who know magic use it to harm others"

Twilight growled but Peter stepped in, "Reed, maybe you should stop", he spoke in hushed tone, "She's got a bad temper"

"I heard that!"

Peter jumped and shrieked, then hid behind Susan.

Ben stepped forward, "Relax kid, Stretch is just a little outspoken at times, wouldn't be the first time his mouth got us in hot water"

"Hey!" Reed said.

Peter approached Twilight somewhat cautiously, "He's gonna help Twilight, best not to do something to taint that", he turned to Reed, "And seriously Reed, have you forgotten about Dr. Strange?"

"Well technically-", Susan interrupted him, "Just stop Reed, and do what you need to do"

Reed nodded, "Ok then, my apologies Miss Sparkle, now I'm gonna get to work on this, I'll see you another time"

Twilight nodded, "Thank you, come on Peter, we still have another appointment to get to"

Peter put his mask back on, "See you later everyone"

Both Twilight & Spider-man left the Baxter Building, leaving Reed a little surprised.

"Can't believe I just spoke to a pony, that's probably the weirdest thing"

Johnny approached Reed, "Uh Reed...Skrulls, Impossible Man, Galactus"

Reed nodded, "Yeah you're right, well time to get to work"

As Spider-man and Twilight traveled, Twilight asked Spider-man something.

"Do I really have a bad temper?"

Spider-man looked at Twilight, "Um, can I be honest?"

Twilight nodded.

"Well, you did seem pretty upset yesterday when Shocker called you 'Girly', and you were gonna explode at Reed so..."

"Maybe I do have something of a bad temper sometimes, my friend Spike says I'm easily irritated"

Spider-man nervously chuckled, "If you're easily irritated, then I'm not the guy to be around, ask anyone and they'll tell you how annoying I can be"

Twilight chuckled as well, "Well even if I do get mad, please know it's not anything personal, just how things are with me"

"I can live with that, if I'm annoying don't be shy to tell me, lots of people do"

"Noted"

They made their way back home, later that night, Spider-man and Twilight waited at the rooftop where Black Cat said she'll be.

"It's 5 minutes past 8:00, where is this girl?" Twilight asked.

"She'll be here", Spider-man said.

"She isn't very punctual", Twilight complained.

"If she doesn't show, I'll go find her, I will get this colt back for you", Spider-man said.

Eventually Black Cat arrived with a trench coat, "You're here"

Spider-man approached her, "There you are, what's with the coat?"

Twilight approached her, "Where's Rumble?"

Black cat turned her attention to Twilight, "This the pony? Hey where are your manners, introduce yourself to me"

"My name is Twilight Sparkle, now where's Rumble?"

Black Cat rolled her eyes, "So demanding, he's right here", she opened her coat and revealed Rumble to be hiding inside.

"Princess Twilight!" Rumble flew over to Twilight and hugged her, "I missed you!"

Twilight returned the hug, "Me too, I was so worried"

Spider-man smiled, he's happy Rumble was safe, he turned to Black Cat who took her coat off, "Thanks for bringing him here, means a lot to her"

She smiled, "I know a way you can thank me", she removed his mask and planted a kiss on him, much to his surprise.

Twilight blushed when she saw that, and felt partially jealous, when Rumble saw it, he turned to Twilight and planted a kiss on her, much to her shock.

Twilight pushed him away, "Rumble, what are you doing!?"

Rumble blushed, "Sorry, I saw them and then I figured I'd take a chance"

Twilight looked annoyed, "Rumble I like you, but not that way, don't ever do that again"

Rumble nodded, "Sorry Twilight"

Peter also broke away from his kiss, "You just set a bad example"

"But you enjoyed my kiss right?"

Peter blushed, "Not the point Felicia, anyway we'll just take this kid and head back to my place"

"Whatever", she turned to Rumble, "See you around sweetheart"

Rumble nodded, "Ok Felicia, bye"

Black Cat turned to Peter, "I'll definitely see you around handsome"

Peter turned away as Black Cat left, much to Twilight's displeasure.

"What was with that girl?"

"She's just flirty, lets get you both home"

Rumble got a good look at his face, "Wow, I get to see you without your mask"

Peter put the mask back on, "Now don't tell anyone", he said nicely.

Rumble nodded, "I won't"

"Come on Twilight", all 3 of them headed back to his place, though instead of going through the window or front lobby, Twilight had an idea.

"Huddle together everyone"

Peter and Rumble went next to her and she managed to teleport them into the apartment, much to Peter's surprise, and causing Rumble to feel a bit dizzy.

"Wow, you can teleport?" Peter asked.

"Yeah, sorry if that took you by surprise"

"No worries, I know people who can teleport, and I've teleported with them"

"That's great, well it's almost bed time, lets have some dinner and get to sleep"

Twilight went to the kitchen to prepare dinner, Peter turned to Rumble, "Looks like I have a lot to catch you up on"

Rumble nodded, "Yeah...so what's your real name? Can you tell me that?"

Peter nodded, "My real name is Peter"

"Cool"

"So...what was it like spending the night with Felicia?"

"Good, she was really nice to me, she said I'm one of the most sweetest boys she's met, besides you, I think she has a crush on you"

"It's not really a crush it's...complicated", Peter said.

"How?"

Peter waved it off, "I'll tell you when you're older"

As time went on, Peter and Rumble talked, Peter explaining Earth to Rumble, and Rumble telling Peter about his friends & family, and then after eating, everyone got ready for bed, Rumble laid next to Twilight as she pulled him into a protective hug before they went to sleep, Peter went to the couch but Twilight called him.

"I know this is gonna sound weird Peter, but this bed should fit all of us no problem, I hate that you need to sleep on that couch"

"Twilight...it's kinda weird to share a bed with you, not cause you're a pony, it's because you're a girl"

"Sleep the opposite way then, like I said, bed's pretty big, and I can't sleep knowing you're on the couch"

Peter felt weird, this is his second night with her and he's already gonna share a bed, oh well, he figured no use fighting it, he climbed into the bed, with his feet at top and head at the bottom, "Goodnight Twilight, goodnight Rumble"

"Night Peter", they both said, before Twilight shut the light and they all drifted to sleep.

* * *

 **Things are being set in motion, soon some Earthly fun begins with Peter & Twilight.**


	4. Talking & Crime Fighting

**Should Twilight become Spider-man's sidekick? What would that make Rumble?**

* * *

Peter woke up the next morning, he heard the sounds of cooking and he smelt something good, it was French Toast, with some bananas on the side.

"Twilight must be cooking again, she's really sweet", he got up and noticed that Rumble was still asleep.

"Wow he's cute when he's asleep"

He got up and went to the kitchen, Twilight greeted him.

"Good morning, I hope you like French Toast"

"So long as you make it, all your food is heaven to my stomach so far"

"Aw thanks, nice to have someone appreciate, when I cook for Spike he nitpicks a lot, sometimes I don't even bother and let him cook his own food", Twilight had an obvious displeasure in her face.

"Well I like your food, I'm sure once Rumble wakes up he'll like it too"

Twilight nodded, "I'm sure, well eat up, you need your strength, I bet you have some super heroics to get to"

Spider-man nodded and finished his breakfast, Rumble woke up a moment later.

"Morning Twilight, Morning Spider-man"

Peter chuckled, "Rumble you can call me Peter, well except when I'm in my Spider-man costume"

Rumble nodded, "Ok Peter, so what's for breakfast? I smell something yummy"

Twilight put the plate down, "There you go little one"

Rumble sat and tasted it, "Wow, this is yummy, Spike must be lucky to live with you"

Twilight's smile faded, "He should be, but he doesn't realize that"

As Spider-man ate he heard the phone ring, he approached it and answered, "Hello?"

"Dude! It's Johnny! Big Problem!"

Peter looked concerned, "What's wrong?"

"It's Shocker, he escaped from custody, and he's totally pissed! He's storming the streets and get this, according to people, he's looking for a pony"

Peter's heart sank, "Damn, I'll be there shortly"

"Ok, I'm gonna go hold him off", Johnny said.

"Thanks", he hung up and quickly went to this suit.

"Peter, what's wrong?" Twilight asked.

"It's Shocker, he's escaped and he's attacking the city, I gotta go stop him!"

"Oh, well want me to help in any way? I managed to help last time"

"No, according to Johnny he's looking for you, I'm not gonna put you in danger"

"But Peter..."

"No buts, you and Rumble need to stay here, I'll be back shortly", Peter went and changed into his suit, then swung away, leaving Twilight concerned.

"That man is dangerous, I hope Peter will be ok"

Rumble put on a smile, "He can do it, he's Spider-man!"

Twilight nodded but still felt concerned.

Spider-man swung to the city and looked around for Shocker, he then heard screams and explosions, he went to the location and saw Shocker shooting his gauntlet blasts at Johnny as he flew around and tossed fire at Shocker.

"Where are they Torch!" Shocker asked.

Johnny looked, "Well one's behind you!" Johnny pointed, Shocker turned to see Spider-man waiting.

"You, where's your pet pony?"

"I haven't the slightest idea what you mean", Spider-man said non-chalantly.

"Don't try to deceive me Spider-man! If you don't talk I'll make you!" Shocker blasted Spider-man but he dodged out the way and shot webs at Shocker.

Shocker moved out he way and ran in to shoulder tackle Spider-man back and blast hi with his gauntlets.

Spider-man got up and barely dodged an oncoming punch and hit Shocker with an uppercut.

Shocker stood up and rubbed his chin, "You seem really hell-bent on protecting that pony"

Spider-man groaned, "I'm not gonna bother trying to hide this, I know it won't work, but you don't need to go near her, she's just trying to get home, you're issues are with me, so stay away from her and her friend"

"She became my enemy once she thwarted my plans, I intend on destroying you both!" Shocker blasted Spider-man again, causing him to dodge.

"Yeah, good luck with that!" Spider-man shot some webs at Shocker to knock him back, then ran in for a few punches.

Shocker blocked the punches and blasted Spider-man back and attempted to blast him again. Johnny flew it to attack Shocker and help Spider-man but he was blasted back for his efforts.

"Buzz off hot-head! Less you wanna make an enemy of me too, I'm sure Doom would be thrilled if I killed a member of The Fantastic Four!"

Spider-man used the distraction to his advantage and punched Shocker to a wall, ran in and punched more before grabbing Shocker and angrily glaring at him.

"First and last warning, stay away from The Pony, otherwise I'm gonna be a pretty angry Spider!"

"Tough talk for such a noble hero", Shocker taunted before Spider-man death a knockout blow.

Johnny approached Spider-man, "Nice one bro, you can go back to Twilight now, I'll make sure he doesn't try anything funny, maybe later you can all come over for lunch, the rest of the four want to learn more about Twilight"

"Thanks Johnny, the lunch thing sounds great, um any chance I can bring another pony though?" Spider-man asked.

"Another? Wait you found the other pony or...?"

"I found him, he was with Felicia"

"Wow, lucky kid, well come by around 1pm, bring them both"

"Will do", Spider-man then swung off, back to his place.

He switched back to Peter Parker and entered his apartment, "Hey everyone, I'm home"

Twilight approached him, "Oh thank Goodness, were you able to subdue Shocker?" Twilight asked.

"Yeah, Johnny's gonna make sure he heads back to jail, he also invited us to lunch at The Baxter Building in a few hours, they wanna get to know you a little better", Peter said.

"That sounds great, do you think they'll mind Rumble?" Twilight asked.

"I asked Johnny, he can come too", Peter said.

"Good, you hear that Rumble? You'll get to meet more super heroes", Twilight said.

Rumble grinned, "That sounds so awesome!"

Twilight giggled, "I figured you'd say that"

Peter chuckled as well, "I think you'll like them, they're a group called 'The Fantastic Four', there's Mr. Fantastic, he has stretchy powers, his wife Invisible Woman, her name speaks for itself, her little brother Human Torch, he has fire powers, and then there's The Thing, he's a rock man"

"Can't wait! I really like this world, so many heroes here! I mean the villains are bad but that makes it extra exciting, maybe I can train hard and one day be your sidekick, or Felicia's sidekick"

Peter's eyes went wide at the idea of Rumble being Black Cat's sidekick.

"Well..anyway just get ready, we'll leave soon", Peter said.

Come close to 1, they all made their way across the city, Peter in his Spider-man guise, making sure neither Twilight nor Rumble get spotted.

"Remember, stay close to me, when I fought Shocker earlier today, he said he was looking for you, so in case he breaks out, I don't want him finding you"

Twilight's curiosity peaked, "Looking for me?"

"Well you did thwart him, villains hate that", Spider-man said.

Twilight found that logic weird but knew he had a point, 'ok, we'll stay close, right Rumble?"

Rumble stayed close to Twilight, "Yes Twilight"

Spider-man got them closer before Twilight Spoke, "Wait, I think I can teleport us from here, get close to me boys"

The two got close to Twilight and she zapped them all to the roof of the Baxter Building.

"Wow, that makes things a lot easier", Spider-man said.

Rumble felt dizzy, "I'm not used to that"

"Oh you're get used to it Rumble, let's head in now", Twilight said.

They knocked on the door and was greeted by Johnny, "Peter, Twilight, you made it, and looks like you brought a new friend", he bent down to Rumble, "Hey little guy, I'm Johnny, what's your name?"

Rumble looked a little shy, "I'm Rumble...are you a member of The Fantastic Four?"

Johnny grinned, "So, you've heard of us, yeah I'm a member, I'm The Human Torch"

"Wow, so you shoot fire?" Rumble asked.

"Why don't we talk more inside?" Johnny said and led everyone in.

Rumble looked around, he seemed amazed by all the tech, and how fancy the place looked.

"There's so much cool stuff here!" Rumble said.

"Yeah I guess, yo Sue! Ben! Reed! Peter's here, he brought his guests!" Johnny shouted.

The rest of the Four showed up.

"Twilight Sparkle, good to see you again", Reed said.

"Same to you Dr. Richards", Twilight said.

Sue approached Rumble, "And what's your name little guy?"

"I'm Rumble Miss, nice to meet you"

"Likewise", she turned to Twilight, "Is he your little brother or..."

"Just my friend", Twilight said.

"And future coltfriend", Rumble added.

"And fut-", she stared at Rumble, "Future what!?"

Rumble gave a nervous smile, "Just taking a chance? You're really pretty and you can cook, my brother said it's a great combination in a girl"

Johnny chuckled at that, much to Twilight's annoyance.

"Besides, you're also really nice too, that's something Flitter said I should look for in a filly"

Twilight chuckled a bit, "It's best to stick to your own age for now Rumble"

Everyone chuckled, Peter then joked, "Well I think you can make a cute couple Twilight"

Twilight glared, "Like you and Felicia?"

Peter blushed while Johnny chuckled, "That's right, you said that Felicia had this kid"

"Yeah she did", Peter said.

Sue clapped once, "Ok, let's go sit down and eat, Twilight do you eat meat of any kind?" Susan asked.

Twilight shook her head, "No, I don't eat meat, unlike all of you I'm not an Omnivore"

Rumble raised his eyebrow, "A what?"

"Omnivore is a creature that eats meat and vegetables"

Rumble looked nervous, "Humans don't eat ponies do they?"

Peter shook his head, "No way, in this world ponies are very reliable animals, like dogs and cats"

"Yeah, we would never eat you", Sue said and went to the kitchen, "Don't worry though, we have food for you two", Sue said.

Twilight nodded and sat at the table with Rumble and the others.

The food had been served, everyone grabbed their helping.

"This looks good, who made this?" Twilight asked.

"My sister Susan, better than her usual work"

Susan glared, "Be quiet Johnny"

Twilight chuckled, "So Dr. Richards, how long have you been a scientist?"

"Years, I've studied countless stuff, between different planets, unknown dimensions, I always went further beyond what people expected, I never liked limitations"

"That's good, so how did you get your powers?"

"Well, me along with Johnny, Susan & Ben went into Space and-"

"Space!? How?" Twilight looked eagerly curious.

"Well we used a rocket and-"

"A rocket?"

Reed chuckled, "Your mind is so eager to learn, I like that in another, but we used a machine called a Rocket to blast into space, I wanted to do research on a radioactive cloud, but the Cloud was closer to us than we thought, and once exposed to the cloud, we each gained powers based on our personalities, like myself, my stretch ability came from my desire to learn more beyond normal limits, Susan is based on how she sometimes feels invisible because she feels no one notices her, Johnny due to his hot-headedness and Ben because he's a solid friend"

"Wow, Impressive", Twilight said.

"Hot head? No my powers come from my hot streak!" Johnny said while posing.

Reed glared, "Right, hot streak"

"So Twilight, tell us about your home", Susan said.

"I come from a place called Equestria, where Unicorns, Pegusai and Earth Ponies live together in Harmony, I am one of 4 Alicorn Princesses and I help watch the lands, I use my magic to preserve peace, harmony and friendship across the lands, we even believe in the mantra, 'Friendship is Magic', it has helped us overcome a lot of obstacles"

Johnny chuckled, "Really? You beat the odds using the magic of friendship, that sounds like something from a children's tv show"

Twilight glared at Johnny, "You like in a world that's very similar to a comic book, so I wouldn't be talking"

Peter chuckled, "You got owned bro"

Johnny mocked the chuckle, "No I didn't bro"

Peter chuckled again, "Yeah you kinda did"

Johnny mocked again, "Wanna get your ass whooped?"

Susan cleared her throat, "Come on boys, there's a young colt there, you're gonna set a bad example"

"It's ok miss, my big brother acts like this too, one of my foalsitters, Flitter, told me that boys always act like that, but she also says not to be like them, to be considerate around others, especially girls, cause then it's being impolite"

Johnny just stared at Rumble, "What are you a goody two shoes?"

Susan glared at Johnny, "Knock it off little brother!"

Johnny glared back, "Don't pull the 'Little Brother' card on me!"

"Then don't give me a reason to!" Susan shouted.

"Hey, hey, easy now, we're supposed to be enjoying ourselves and having a good time, I hate seeing siblings fight", Peter said.

"Same here, I've seen my friends argue with their sisters, luckily for me I almost never fight with my brother, at least not until his wedding, when I got mad at him for not telling me he was getting married, I found out through a wedding invite"

"Wow, that must have been awkward", Ben said.

"Yeah, then I accused his fiancé of being evil, and he got really mad at me and barred me from The Wedding"

Johnny raised his eyebrow, "So cause he didn't tell you beforehand, you called his fiancé 'evil'?"

"No, I called her evil cause she acted evil, being mean to my friends, her bridesmaids suddenly disappearing, putting a spell on my brother making his eyes go all", she started twirling her eyes, much to the amusement of Johnny, Rumble, Peter & Ben, "So that's why I called her evil"

"Well was she?" Susan asked.

"Yeah, she was an imposter, her name was Queen Chrysalis and she kidnapped my brother's real fiancé, who was my foalsitter Princess Cadance, she tried to take over with her army of changlings"

"What's a Changling?" Johnny asked.

"Little bug like creatures that shape-shift"

"Wow, those sound like the Skrulls, well without the bug thing", Susan said.

"You seem to have quite the adventures yourself kid", Ben said.

"Yeah, it's all fascinating, despite how weird this whole magic thing sounds to me", Reed said.

Twilight looked annoyed, "I assure you Dr. Richards, Magic is a real thing for us, I'm guessing it's non-existant in this world"

"No it can exist, take Dr. Strange, he knows magic", Peter said.

"And Thor's evil brother Loki, he's the God of Chaos", Johnny said.

Twilight raised her eyebrow, "Wow, you have your own Embodiment of Chaos?"

"Yeah, why do you?" Johnny asked.

"His name is Discord, he loves spreading Chaos, until me and my friends reformed him, mostly my friend Fluttershy", Twilight said.

"Wow, we all have a lot in common it seems", Johnny said.

"Not so different", Twilight said with an honest smile, getting agreement from the others.

As time went on, Twilight told more stories, such as The Elements of Harmony forming, The Crystal Empire Stuff, Lord Tirek, stuff about Trixie Lulamoon, her times with Celestia, The town of Equals and explained The Cutie Mark Concept, telling her friends' cutie marks and talking about The Crusaders.

"I like those Crusader girls, I can relate to the Apple Bloom filly, being raised by our sisters, must be a pain", Johnny said.

"Well she never complained that much, but what about being raised by your sister?" Twilight asked.

"I lost my parents when I was young, well I thought so with my father but I'll explain later, but after losing our parents, my sister took care of me, I mean we had help from other family but it was mostly my sister"

"Wow, sorry to hear...do you have any other stories?"

The Fantastic Four explained stuff about The Negative Zone, The Skrulls, Dr. Doom & Galactus.

"A Planet Eater!? That sounds really scary!" Twilight said.

"Damn right it was", Johnny said.

They then also went into detail about the father, and how he was actually jailed but came back, only to be killed later.

"That must have been heart-breaking for you", Twilight said.

"Tell me about it", Johnny lamented.

Twilight turned to Peter, "I'd like to hear some of your greatest moments"

"Sure"

Peter explained more on The Spider Bite, The Spider-Verse, The Symbiote Suit, villains that followed, Black Cat, his partnerships with Wolverine, The Daily Bugle's Slandering of his name

"Why work at a place that slanders you!?" Twilight asked.

"Not an easy choice but I don't have much of one, even the fight I had the other day got slandered"

"Your boss is a moron", Twilight said.

"But he's still my boss so..."

Peter then talked about The Infinity Gauntlet Situation with The Avengers, The Sinister Six, and The Green Goblin.

"You have quite the Rogue's gallery", Twilight said.

"Yeah, it's really something", Peter said, then looked at the time, "Wow we've been talking for hours"

Reed checked the time, "Oh my, it's that late? I need to get back to my studies", he turned to Twilight, "It's been great talking to you, I hope you enjoy your stay on Earth, but I have things to handle now"

Twilight nodded, "No problem, thank you for having us"

Rumble spoke up, "It was so cool hearing those stories, I hope there's more"

"There's a LOT more kid, maybe soon we'll tell you about Civil War", Johnny said.

"That's quite the story", Peter added.

"Can't wait to hear that one", Twilight said.

As they were leaving, Johnny approached Peter, "Did you tell her about her about how your Uncle died? Or about Gwen?"

Peter shook his head, "Not ready to tell her my two biggest mistakes, someday but not yet"

"Don't blame you, but I will say, she seems really understanding, so if you need to get that off your chest, go for it, I don't think she'll hate you or anything"

"Maybe not, well see you around" Peter said.

Twilight, Rumble and Peter left, Peter switched back into his Spider-man suit and they all left the Premises.

As they made their way home, they noticed some Chaos in the streets of New York.

"Oh what now?", Spider-man turned to Twilight and Rumble, "Stay out of sight, I'm gonna check what's happening", he swung over tot he destruction and saw Electro apparently trying to hold up a bank.

"Give me the green!" Electro shouted.

Spider-man arrived, "Hold it Sparky!"

Electro turned to Spider-man, "You...taking you down will be a nice little bonus for me!" Eletctro went for a blast which Spider-man dodged, "Wow, that's how I like it sometimes, straight to the PUNCH!" Spider-man punched at the last part, knocking Electro back.

Electro recovered and attacked Spider-man with another blast, this time hitting him and knocking him out the bank.

Spider-man got up as Electro charged at him with another attack, which Spider-man dodged and used his webbing to fling Electro to a nearby building.

Twilight and Rumble watched from afar.

"Whoa! Who's that villain!?" Rumble asked.

"Based on the electric current surrounding him, that's probably Electro, one of the guys Peter mentioned at The Baxter Building"

"He looks dangerous, and I thought Shocker was scary"

"Based on the rogue's gallery he described, I think there's worse", Twilight said.

Spider-man and Electro continued brawling through the streets, one of Electro's blasts hit the building that Twilight and Rumble were watching, from, causing them to fall.

Spider-man noticed what happened, "Oh no, not again!" he paid for the distraction when Electro blasted him to the floor and started electrocuting him.

"It's over for you Spider-man!" Electro shouted.

Twilight shook her head and noticed Spider-man's near death situation.

"Oh no, Peter!" she looked around and noticed that a fire hydrant had been damaged and water was leaking, "I can use that water to short him out!" she then blasted the hydrant, causing water to sprout.

Electro noticed the water and he caught a glimpse of Twilight.

"Huh? Is that a-" he couldn't finish as Twilight used her magic to redirect the water to Electro, causing him some pain as he fell to the floor, twitching and spazzing.

Spider-man got up quickly and grabbed Electro and punched him to a street light and wrapped him in webbing.

"Looks like there's been a power outage", Spider-man said, Twilight rolled her eyes at that.

One Spider-man heard sirens, he turned to Twilight, "Let's move, quick!"

They went to an alley to hide from sight, Spider-man turned to Twilight, "I told you to stay out of sight, suppose you got caught!? Suppose he hurt you!"

"He was killing you! I couldn't stand there, besides he blasted the building me and Rumble were staying on...Rumble!" Twilight looked around, "Oh no, where is he, did I lose him again!?"

"I'm over here Twilight!"

Twilight and Spider-man turned to the direction of the voice, Rumble was on a fire escape, in the arms of Black Cat.

"You're not a good babysitter are you Pony Girl?" Black Cat asked, drawing anger from Twilight.

"Let's not fight now, please just hand Rumble over to us"

Black Cat jumped down, but before handing Rumble over, she held him to her face, "You stay safe sweetie, and don't be shy to come over when you want to, I love having handsome young boys around"

Rumble nodded, "Ok Felicia"

She kissed his head before giving him to Spider-man, then she turned to Twilight, "Keep a close eye on him will ya? I don't wanna find out he got killed under your watch"

Twilight gritted her teeth, "Back off kitty"

Black Cat took exception to that but Spider-man stepped forward, "Come on, lets not do this now, I appreciate you being here...wait why are you here? Are you robbing houses?" Spider-man asked.

"Maybe a little", Black Cat replied, causing Spider-man to sigh angrily, "Put everything back!"

Black Cat huffed, "Fine, spoil sport"

Before Spider-man & Twilight left, Rumble turned to Felicia, "Why don't you try being a hero like Peter? Then more people will like you, like I do"

She smiled at him, "You're too sweet, bye honey", she leapt away, leaving Twilight still angered.

"Something about her rubs me the wrong way"

"Don't worry about it, let's just get home, I already got my pics for work so I just need to process them later"

"Ok, but I swear if you get slandered again..."

"It's gonna happen, let's just forget about it and move on"

Both went back to Peter's Apartment.

Later in a prison holding area, Electro is trying to explain to the authorities, "I swear, there was a pony! A purple pony!"

"Yeah, yeah, tell it to the judge Dillon!" the cop said and put him in a holding area.

"But I swear it! And the name's Electro!" he shouted but sighed, then he heard footsteps.

"Don't worry my friend, I believe you"

Electro noticed who the guy was, "Shocker?"

* * *

 **Twilight's made some new enemies, hopefully Spider-man can help her out, but what happens when word starts to spread?**


	5. Party at The X Mansion

**Peter still has some things to explain to Twilight**

 **(This chapter crosses over with the other story, 'Guns & Parties', which deals with Pinkie Pie, Deadpool & The X-Men)**

* * *

The Next day, Peter got up, ready to go to The Daily Bugle.

"Ok Twilight, you know the drill, I'm gonna be gone for a while, you stay here and do whatever, I know you still have those books, Rumble there's some comics there for you if you'd like", Peter said.

"Cool!" Rumble said.

"I hate that you go to that place", Twilight said.

"I need to make money so-"

"You said you barely make money, do you even have enough to support us? I don't wanna stay here if it's gonna burden you financially, I can ask Dr. Richards if I can stay at The Baxter Building, don't trouble yourself because you think you need to take care of us", Twilight said.

"I'll be fine, don't worry", he stroked her mane, "Besides I like having you here, Rumble too, nice to have a pretty face to come home to"

Twilight blushed a bit, "Well, when you put it that way...just be careful"

"I will, relax", Peter then left the building, Rumble grinned at Twilight.

"What? Why are you grinning at me?"

"He called you 'pretty', he likes you"

Twilight blushed, "We barely know each other, he's just being a flatter, that's all, he's probably laughing about it right now"

In the Elevator.

"I just called her 'pretty' now she's gonna think I'm a weirdo, stupid move Parker! Stupid, stupid!" he hit the wall hard to cause a dent.

When the elevator stopped, he got out and the person going in noticed the dent, then looked at Peter.

"What? This place is crummy, what do you expect?" he left the building to go to The Daily Bugle.

The day went by, Peter delivered the photos and Jameson came up with ways to blame Spider-man, much to Peter's annoyance, but he decided to simply deal with it and keep going.

As he made his way home his Spider Sense went off.

"Who is it this time!?" he groaned as he went into an alley to switch to his Spider-man guise and went to a rooftop to scope things out, he saw Rhino charge through the streets.

"Aw great, it's him", Spider-man leapt down to confront Rhino, "Hey Horn Head, you having another tantrum?"

"Shut your face web head! I'm just blowing off a little steam here!"

"Yeah you're destroying a lot of public property, you made a hole through that bus right there", Spider-man pointed to the bus.

"It got in my way, like you are right now! So move!" Rhino charged at Spider-man but he used his web to grab a manhole and whacked Rhino as he came charging and knocked him back.

Spider-man then dropped the cover and ran in for a series of punches to Rhino before doing a double front drop kick and knocked Rhino over.

Rhino stood up and ran at Spider-man again but Spider-man webbed his face as he dodged.

"Ole!"

Rhino took the webbing off his face, "I'm a Rhino, not a bull!"

"Yeah you're right, a bull's WAY smarter than you"

"Why you!" Rhino charged again but Spider-man did a front dropkick on his leg to stumble Rhino, and then used his webbing to grab his feet and jumped over a street light and pulled Rhino up to dangle him in the air.

"Hey! Put me down you lousy-" Spider-man silenced Rhino with a punch.

"That takes care of that, I'll let the Authorities deal with you", Spider-man swung away.

He went to a nearby rooftop and checked his camera, "I hope I got good shots, could really use the extra cash if I'm gonna take care of two ponies"

"So it's true..."

Spider-man yelped and turned around to see Wolverine.

"Logan!? what are you doing here!? How long were you standing there?"

"Long enough to hear you talk about taking care of two ponies"

Spider-man's spine chilled, "Um...I didn't say 'two ponies', I said...two...Phonies! Yeah two pretend Spider-men, couple of jerks they-"

"Shut the hell up Parker, I heard everything, and I know you know something about that pony in the newspaper"

Spider-man felt another tingle, "Newspaper?"

Wolverine showed Spider-man the newspaper, "There's a purple pony right there, now talk"

"Um...that pony is just some toy that-"

Wolverine's glare freaked Spider-man out, so he decided to drop the act, "Ok I'll talk but please don't tell anyone! I mean you can tell some of the X-Men but-"

"Parker, the other X-Men won't say anything, trust me on that"

"Ok...about 3 days ago I found two ponies in Manhatten during my fight with Shocker, a small Pegasus colt and a Winged Unicorn, basically known as an Alicorn, their names are Rumble & Twilight Sparkle, they've been staying in my apartment and I'm working with Reed Richards on how to get them back to where they came from, so far the only others that know about them are the rest of The Fantastic Four & Black Cat, though unfortunately Shocker also knows of their existence, I'm worried for their safety, and there's a good chance Electro might know too"

Wolverine nodded, "I see, well don't worry kid, but I'd like to meet this pony, I have some news that might please her"

Spider-man scratched his head in confusion, "How? If you're looking for a date I'm not sure if you're her type", he then chuckled a bit, causing Wolverine to unsheathe his claws with a SNKIKT.

Spider-man immediately stopped, "Let's get going shall we?" he nervously said, with Wolverine glaring at him as he swung away.

They arrived at Peter's apartment later, Spider-man had switched out of his suit quickly before heading in the apartment complex.

Twilight herself was in the Apartment living room reading a book, while Rumble read some comic books, then they heard the door open.

"Peter's home!" Rumble shouted.

"Twilight! Rumble! I have someone here who'd like to meet you!" Peter said and entered the room with Wolverine, who's appearance left Twilight unsettled and Rumble curious.

"Twilight, Rumble, I'd like you to meet Wolverine", Peter gestured to Wolverine.

Twilight approached Wolverine, "Hi there, you must be one of Peter's friends"

"If you use the term friend loosely", Wolverine said.

"Right...so why did you want to meet me?" Twilight asked.

"I'll cut to the chase, are you friends with a pony named Pinkie Pie?" Wolverine asked.

Twilight's ears shot up, "Pinkie Pie!? Have you seen her!? Where is she!?"

"Relax, she's fine, she's planning a party at the Mansion I live at"

"A party in The X-Mansion!? Cool!" Peter said.

"Yeah, so I take it you know her"

Twilight nodded, "She's one of my best friends, I'm so glad she's safe, is she living in this mansion?"

Wolverine shook his head, "No, she's staying with a guy named Deadpool"

"Deadpool!? You're gonna let Deadpool watch over a pony!?" Peter shouted.

"Relax, he seems really intent on watching over her, too a fault but still", Wolverine said.

"Can you take me to her?" Twilight asked.

"She's having a party in two days, you'll be able to see her then", Wolverine said.

"Hey am I invited?" Peter asked.

"She didn't say...though if I were here, I wouldn't invite you", Wolverine said, much to Peter's disappointment.

Twilight looked unhappy, "That wasn't very nice, Peter's a sweet boy, and my friend Pinkie invites everyone to her parties so that is gonna include Peter", Twilight said.

Peter blushed at the compliment.

"Whatever, not my party, just be there in 2 days, party starts at Noon, show up anytime between then and 8pm, since Parker's going he should be able to show you where it is", Wolverine said.

"We'll be there, tell Pinkie Pie to count on it", Twilight said.

"Fine by me, I'm gonna get going now, I imagine Parker wants to rest up, he just got into a brawl", Wolverine said and made his way out.

Twilight turned to Peter, "What Brawl?"

"A guy named Rhino, who's basically a human rhino, caused some city damage, I took care of him though, wasn't too tough, he isn't very smart", Peter said.

"Why don't you lay down? I'll make you something nice", Twilight said and went to the kitchen.

"You're the best Twilight", Peter went to his room.

As Wolverine started making his way back home, he reflected on what Spider-man told him on the way over to the apartment.

\- Flashback -

"Wolverine, I don't know if you heard this, but don't mention to Twilight what I said about the money, I told her I can handle it but I'm not sure, I'm able to leave her at The Baxter Building if need be, but I prefer her at my home, she has a nice charm and it's very alluring, it sounds weird but I feel a strange connection to her, I really don't want her to worry, so please just don't say anything"

\- End Flashback -

Wolverine turned back to the apartment area, "Hang in there Parker"

Come the day of the party, Peter, Twilight and Rumble got ready for the party.

"Before I got this party Peter, is there anything I should know? Like how to address any of these 'X-Men'?"

Peter shook his head, "Not really, besides their powers, they're normal people, so just be yourself"

"Right...so why aren't you considered a mutant?"

"I wasn't born with my spider powers, I got these powers from being bitten by a radioactive spider, basically I'm a Mutate, not a Mutant", Peter explained.

"I see, well best get going then, come on Rumble", Twilight said.

Rumble was excited, "I get to see Pinkie Pie! She's always nice, she has the most fun parties!"

"How often does your friend host parties?" Peter asked.

"Any chance she gets, she'll look for any excuse to party, she'd probably throw you a party every time you defeated a villain", Twilight said.

"Well let's get going, it's nearly an hour from here to where they are", Peter said.

Rumble groaned, "That's so long!"

"Relax, Johnny's gonna be here, he's gonna have a Limo take us, he'll have stuff for you to do", Peter said.

"Cool", Rumble said.

In front of the Apartment complex, the limo arrived and Johnny opened the door, "Come on in"

The group entered the limo, much to their surprise they found another guest in the limo.

"Felicia!? What are you doing here?!" Peter asked.

"Johnny invited me, after I ran into him the other night", Felicia replied.

Peter turned to Johnny, "How?"

"Long Story, besides she just wants to spend extra time with Rumble", Johnny said.

Felicia grabbed Rumble and hugged him, "My favorite little guy", Rumble blushed at that.

Twilight groaned, "Great, she's gonna be here?"

Felicia glared, "You have a problem you little-"

"Please don't start!" Peter begged, the girls decided to ignore it, they sat back as the limo made it's way to the X-Mansion in Westchester County, New York.

They finally arrived at The X-Mansion, out front waiting was Wolverine & Iceman.

"Hey Bobby's out front", Johnny said.

Twilight looked outside, "He the guy standing next to Wolverine?"

"Yeah, he's also known as Iceman, his name speaks for itself", Johnny said.

The Limo stopped, Johnny tipped the Driver and told him to be back by 8pm.

The group approached Wolverine & Iceman.

"Glad you made it, the party's started", Iceman looked at Twilight and Rumble, "These the two ponies?"

Peter nodded, "Yes, the little one is named Rumble, the older one is Twilight Sparkle"

Iceman bent down to Twilight & Rumble, "Sup, I'm Bobby Drake, AKA Iceman"

"Nice to meet you Bobby", Twilight said.

"Can you show me your powers!?" Rumble asked all excitedly.

"Rumble, behave", Twilight scolded.

Iceman chuckled, "No it's cool, come on in kid, meet the rest of the X-Men"

They all went inside the Mansion, they could already hear the music.

"Sounds like a great party going on", Peter said.

"This Pinkie Pie girl knows what she's doing with the parties, she's fun to have around", Iceman said.

"She's always great to have around, even if she can get a little too excited at times", Twilight said.

They went to the big Den where the party was, "The guests of honor are here!" Iceman shouted.

Peter, Twilight & Rumble stepped forward.

"Hi everyone", Twilight waved.

"TWILIGHT!"

Twilight recognized that voice, she saw Pinkie coming at her and Pinkie grabbed her into a squeezing hug.

"I missed you so much! I haven't seen you in YEARS!"

"Um Pinkie...it's been about maybe 5 days"

"I know, but it feels like years! I hate being separated from my friends!" Pinkie said, then noticed Rumble, "You're here too!" she grabbed Rumble into a hug, "It's so great to see you!"

Rumble chuckled nervously, "Yeah, nice to see you too Pinkie...now please let go, you're hurting me a bit"

Pinkie dropped him, "Sorry about that", she looked up to Peter, "So who's your friend there?"

"Oh that's Peter Parker, he's the one that's been watching over us while we stayed in this world", Twilight said.

"He's also the super hero, Spider-man", Rumble said.

"Oh right, the skinny chump Wolverine mentioned", Pinkie said, much to Peter's annoyance.

"Thanks for the warm introduction Logan", he muttered.

Pinkie looked at Johnny & Felicia, "Who are they?"

"Those are Peter's friends, though I use the term loosely with the girl"

"Listen you", Johnny held Felicia back, "Chill, don't make a scene"

"The guy is my best friend Johnny Storm, AKA The Human Torch, and the girl is my occasional ally Felicia Hardy, AKA Black Cat"

"Felicia's really nice, when I got lost during Spider-man's fight with Shocker, she found me and took care of me", Rumble said.

"Aw, that's nice of you, I know his brother would really appreciate that", Pinkie said.

Deadpool arrived, "Hey Web-Head, Hot-Head, Boob City, what's up!?"

"Web-head?" Peter asked glumly.

"Hot-Head?" Johnny asked confused.

"Boob Lady!?" Felicia shouted angrily.

"What's a boob?" Rumble asked.

Deadpool was gonna talk but Peter shouted, "Do NOT answer that!"

Deadpool put his hands up defensively, then noticed Twilight, "So are you that Twilight Sparkle girl Pinkie told me about?"

Twilight nodded, "Yes, I take it that you're Deadpool, the one taking care of my friend Pinkie, my BEST friend Pinkie, whom I really care about"

Pinkie blushed, "Aw, I care about you too Twilight"

"Yes, yes I am", Deadpool said.

"Good, now why don't you tell me about yourself"

"Well, my name is Wade Wilson, also known to many as Deadpool, I was part of the Weapon X group, I am trained in combat, I'm the coolest and most handsome mutant"

"You're not cool, no girl thinks you're handsome, and you're NOT a mutant!" Iceman said.

"No, you're awesome", Deadpool said, as if Bobby said something completely different, much to Iceman's annoyance and Twilight's concern.

"Oh, and I kill for money", Deadpool said.

"WHAT!?" Twilight shouted.

"I said I kill for money!" he turned to Pinkie, "Your friend has hearing issues"

Twilight's eye twitched, "My friend is staying with some psychopathic killer!?"

"Hey I'm not a psychopathic killer, I'm a contractual killer", Deadpool defended.

"Pinkie, word", Twilight said.

"Yes, Pinkie IS a word, see I told you she's smart Deadpool", Pinkie said.

Peter & Johnny chuckled at that, but Twilight glared at them causing a stop.

Iceman made a whip sound at them, but Twilight also shot him a glare, making him back off.

"Pinkie, come with me", Twilight used her magic to pull Pinkie away, leaving the others with Deadpool.

"Sup guys", Deadpool said.

"I hope you're taking good care of that Pony Wilson", Peter said.

"Yeah, she seems really nice, plus she's Twilight's friend, I don't want you trying anything funny with her", Johnny said.

"Hey relax, me and Pinkie, we're tight, we're buds, hell we're pretty close to becoming lovers", Deadpool said.

That caused a little concern with Peter, Johnny, Felicia & Bobby.

"Seriously, don't try anything funny", Peter warned.

"But I am funny, watch!" Deadpool started juggling his swords, until one of them landed through his hand, "OH GOOD GOD ALMIGHTY!" he freaked for a bit before pulling the sword out, "Ah, much better..." he started juggling again, much to Peter & other's annoyance.

Meanwhile with Twilight & Pinkie.

"Pinkie, I have a bad feeling about this guy", Twilight said.

"Why? He's super funny, and he's really cool", Pinkie said.

"He says he kills for money, doesn't that sound dangerous!?" Twilight asked.

"Not an ideal job, but maybe he only kills the bad people"

"Pinkie..."

"Don't worry Twilight, if worse comes to worse I can come live here with The X-Men, plus I have my Pinkie Sense, and so far he hasn't set anything off, he's really nice to me, he even has a crush on me"

Twilight looked confused, "That's kinda creepy that some weirdo has a crush on you"

"Not really, granted he might get carried away, like when he shot those guys for insulting me the other day-"

"WHAT!?"

"Don't worry, he said he'll try not to do that again"

Twilight just stood there with a freaked out expression, "I'll be back", she left to find Wolverine, Pinkie went back to the others.

"Wolverine! Where are you!?" Twilight shouted.

Wolverine answered her calls, "What is it kid?"

"I know I don't know you but I need a huge favor from you"

"Sure, what is it?" Wolverine asked.

"Please...I beg you, keep Pinkie safe, I really don't trust that weirdo"

Wolverine nodded, "Don't worry kid, I know how you feel, I never trusted him much either, though he does seem to care for your friend, I doubt he'd actually hurt her, then again I never usually see him care for anything, but we'll still keep an eye out, even if it means having him around here more often"

Twilight nodded, "Thank you Wolverine"

"You can call me Logan if you'd like"

"Oh, is that your real name?"

"Sorta"

Twilight nodded, "Ok Logan, nice to meet you, I need to head back to Peter, thanks again", Twilight then left to find Peter.

The party continued on for several hours, Twilight took the time to get to know the rest of the X-Men and explain more on the King Sombra situation, Pinkie took the time to chat with Peter, even asking Peter to keep Twilight safe, much to Peter's surprise, Pinkie seemed really serious when talking about Twilight, showing Peter she's not just some random party girl, she's a really caring friend.

Later Twilight went home with Rumble, Peter, Johnny & Felicia back to New York City, dropping the ponies, Peter & Felicia off at the Apartment Building.

"See you all around", Johnny said and the limo took him home.

Felicia turned to Peter, "Well I had fun tonight, nice hanging out with you, but I need to get back home now"

Peter nodded, "Need me to escort you or something?"

Felicia shook her head, "I'm fine", she turned her attention to Rumble and picked him up, "See you around my handsome little guy"

"Bye Felicia", he kissed her cheek.

She giggled before putting Rumble down, she turned to Twilight, "See you around I guess"

Twilight looked away, "Yeah, same"

Felicia walked off while Peter went in with Twilight and Rumble.

"Wow, that wasn't too bad, not too often I have time to enjoy a good party", Peter said.

"I hope no villains attacked while we were gone", Twilight said.

"Don't worry, I'm not the only street level hero, I'm sure if anything other heroes like Daredevil, Luke Cage & Iron Fist could handle things"

"This world is full of heroes and villains, that's kinda amazing", Twilight said.

"It's the coolest world! Good guys vs. bad guys at every turn! Seems like fun!" Rumble said.

"Trust me kid, it stops being fun when the consequences catch up", Peter said.

Twilight looked confused, "What does that mean?"

"Just like me and Johnny, a lot of these heroes had something really bad happen to them for them to be heroes, and there were tragedies afterwards", Peter trailed off on the last part, Twilight approached him and held his hand, "Does this have to do with your uncle?"

"Yeah...sorta"

"Would you like to tell me?"

Peter shook his head, "Another time, it's hard to explain, but I'll just say it's my biggest regret, well one of two"

Twilight nodded, "Sure, I can imagine something like that is hard to discuss, especially considering he's the closest thing you had to a father"

"Yeah...he was, anyway don't worry about it, let's just relax for now, rough party, your friend is really charismatic"

"Charismatic? That's a unique way to describe Pinkie Pie, though a correct way too"

"She's really nice, despite her quirkiness, she seems to really care about you, she made me Pinkie Promise to watch over you, and we did this silly mannerism"

"Was it, 'Cross my heart, hope to fly, stick a cupcake in my eye'?" Twilight asked, doing the mannerisms.

"Yeah, it was cute though, I'm glad you have good friends that care for you, hopefully we can get you all home and back to your other friends"

Twilight nodded, "Hopefully they're all just fine too, wherever they are, I hope they have found a friend there too that's willing to help them"

Peter sighed, "Me too"

Meanwhile in the Holding Station, Shocker & Electro are making some plans.

"Once we get out of here, we make sure to cause enough damage not only to bring out Spider-man, we gotta draw out that pony too", Shocker said.

"But what about the others? You said yourself that The Human Torch showed up, not to mention sometimes that Cat Burglar shows up", Electro said, referring to Black Cat.

"Which is why we need more people, our friend Rhino probably wants a little retribution on Spider-man", Shocker said.

"That's 3 at least, we need to even out now"

"Don't worry, I know a good 4th guy"

Electro stared curiously, "Really? Who?"

"Let's just say, to catch an animal, we need a hunter"

Electro put on an evil smile, "I like where this is going"

Both villains put on an evil laugh as they made their plans.

* * *

 **Trouble is brewing, soon Twilight will see more of Spider-man's impressive rogue's gallery.**


	6. The Hunt

**The Hunt Shall Begin**

* * *

It's been 3 days since the party, and everyday Twilight adjusts to life with Peter, she wishes she could be out more, but since the world probably isn't ready for talking ponies, she decided to just hang back for the time being.

Peter loved coming home to Twilight, especially after getting yelled at by his boss every work day, she usually had food ready for him, and she always greets him with her charming smile.

Little do they know, a man had been combing the streets of New York, mostly at night, through allies, rooftops, every location, a man dressed in some tribal clothing and had a set of hunting items & his trusty blades.

"If this pony exists, I will find a trace of it, while Shocker's story sounded too odd, I do detect an odd aroma like I've never seen before", he said, he continued his search around New York, checking every possible place, "If need be, I could try and draw out Spider-man, to do so I need good bait, and that's no issue for Kraven the Hunter"

Meanwhile at the apartments, Peter had come home from work, "Hey Twilight, you here?"

Twilight put down her book, "Hi Peter...wait you're home? Oh no, I didn't make anything for you, I'm so sorry"

Peter waved it off, "Don't worry, it's not a big deal, looks like you were reading"

"Yeah, I just couldn't put the book down"

"Don't worry, you're enjoying yourself, that's all I care about"

Twilight flew to him and hugged him, "You're so caring, I feel guilty for burdening you"

"You're not a burden, if you were I'd send you to live with The Fantastic Four"

"And I'm grateful you kept me around", Twilight said, still hugging.

Rumble noticed this after looking away from his comic, he simply rolled his eyes and focused on the comic again.

Twilight smiled, "I should thank your Aunt and Uncle, they raised such a fine young man...if your uncle was still alive, he'd be so proud of what you've become"

Peter nodded, "Yeah, probably"

Twilight glared a bit, "Why do you constantly put yourself down? You're such a great person, I'm not asking you to be boastful but accept a compliment once in a while, too much modesty isn't a good thing"

Peter sat down, "I'm just being honest with myself, once you learn the mistakes I've made-"

"So you made a few mistakes, big deal, who doesn't make mistakes? I've made many mistakes and I press on"

"But Twilight-"

"Look, I understand you, I know maybe you're hesitant to acknowledge your talent, that happened to me once, I remember the day a Unicorn named Trixie came to town and how boastful she was, all the ponies hated her, I too was hesitant to show off my skill or acknowledge it because I didn't wanna come off as Boastful, even as a Princess I never like to think I'm better than any other pony, I earned everything I had just like anypony else would, but once in a while it's ok to acknowledge your talents, and to be grateful when your friends acknowledge it"

Rumble looked up, "You have weird adventures"

Twilight shot Rumble a glare before turning back to Peter.

Peter looked away a moment, "Twilight, what's the worst mistake you've made?"

"If I tell you mine, will you tell me yours?"

Peter pondered, "I'll tell you one of them"

Twilight nodded, "Ok, one major mistake I made was when I was so paranoid about getting my weekly letters to Celestia on what I've learned that week I caused a problem so I can fix it, I put a 'Want it, Need it' spell on my old doll and any pony that saw it would want it badly, soon just about every pony in town, well at least the mares wanted my doll badly, plus my the older brother of my friend Applejack, but I couldn't fix it, Celestia had to step in and do so, I thought I was gonna get sent back to Canterlot, turns out she was just fine with me not delivering a letter each week, she was happy with my work either way, so that's it"

Peter just stated, "Seriously? That's not that bad"

"I put a spell on an entire town, it was originally supposed only be 3 little fillies"

Rumble looked up, "Was it Apple Bloom, Sweetie Belle & Scootaloo?"

Twilight nodded, "Yeah, they ended up fighting over the doll"

Rumble chuckled, "I don't think you need a spell to get those fillies to fight over something, they're pretty wild, though I like that about them"

Twilight grinned, "You have a crush on them?"

Rumble blushed, "Uh...weren't you just talking to Peter? I'm gonna leave you to talk now", he focused like hell on his comic, hoping Twilight would drop the subject.

Peter spoke again, "Still, 3 fillies to an entire town, was anyone hurt?"

"Uh...no not realy"

"Then big deal, nothing compared to what I've done"

Twilight looked to his eyes, "What did you do? Please tell me, I promise I won't judge you or think any less of you, whatever bad thing you say you've done obviously has no affect now, you're really kind-hearted so I won't think differently of you"

Peter looked back to her, especially her eyes, they beamed with honestly and understanding, Peter figured he could trust her with this, "Ok, it's about what happened to my uncle"

Twilight's ears perked up and she listened closely.

"Years ago I competed in a wrestling match, if I could stay in the ring for 3 minutes with a guy I'd get like $3000, however the person booking the event cheated me, since I beat the guy in like 2 minutes I only got like $200, then suddenly a burglar came and stole the money, and instead of catching him, I simply let him go, mainly cause I was mad at the booker, so I figured he deserved it"

Rumble looked up, "That wasn't very heroic"

Twilight used her magic to zip his mouth shut, "Go on Peter"

Peter ignored what happened, "Anyway I let the burglar escape with all that money, I figured it wasn't my problem, boy what I wrong"

Peter rubbed his head a bit, "Later that day I found out that my uncle had been shot by a man attempting to rob him, so in my guise I tracked down the bastard that killed my uncle, when I found him, I beat him down, very hard too, I so badly wanted to kill him for taking away my uncle, but I knew that would make me no better, so I left him for the police, then when I got a good look at his face, I saw that the burglar, the man that shot my uncle, was the same man I let escape when he robbed the wrestling booker"

Twilight looked surprised at the cruel irony Peter had been dealt.

"So the man you let escape...he's the one that killed your uncle?"

Peter nodded, "My uncle died because I was selfish and stupid, I could never forgive myself for allowing the closest thing I had to a father get killed, all over some money that I was probably gonna blow off on something stupid anyway"

Twilight noticed a tear come to his eye, this story was really bringing back some hurt memories for Peter.

"What's worse is that the last time I talked to my uncle, I got angry at him, I yelled at him, the last thing I told my uncle was that I didn't need him...I'm never gonna get a chance to say I'm sorry for that", Peter wiped away a tear, "The least I can do is uphold the one thing he tried to teach me, 'With Great Power..."

"Comes Great Responsibility", Twilight finished, Peter looked to her eyes, they also had tears in them, she then hugged Peter, "I'm so sorry to hear that, that is a horrible burden to bear, but you shouldn't constantly bring yourself down for it, I'm sure your uncle knew you loved and cared for him, even in your moment of anger, I'm sure if you knew he would get shot, you would've stopped him"

Peter nodded, "Yes, I would have...but I didn't, because I was selfish"

Twilight glared, "You made a mistake Peter, with all due respect I don't think your uncle would like seeing you beat yourself up over this"

Peter glared back, "What do you know? You don't know my uncle!"

"I know that if I were in his shoes I would like someone grieving over my death in the way that you do, I'm sure he only wants what's best for you, and that doesn't include treating yourself like you're this horrible person, you saved so many people, you took me in without a second thought, the night Rumble got lost you so desperately wanted to find him! You're not a horrible person! You're a great person who made some bad choices, that's all, we've all made bad choices, some worse than others, but that doesn't make you bad, so stop insisting you're a bad person, because I refuse to see you as such!"

Peter was surprised at how angry Twilight had gotten over this, and more surprised when she hugged him again, even harder, "Peter I haven't known you that long but from my time here, you've shown that you're a compassionate person who always thinks of others, you're always there to help others, but you need someone to help you", she looked into his eyes, "And that's exactly what I'm going to do!"

This time Peter hugged Twilight, somewhat sobbing, "Thanks Twilight, that means so much to me"

Twilight nodded, "You're welcome Peter, as the Princess of Friendship, it's my duty and my privilege to help others, and the best way to do so is just by being their friend"

Peter chuckled, "That's a little sappy, but it's also sweet"

Twilight smiled, "You're really quirky sometimes, but I like that about you", she turned to Rumble, "Rumble, do you wanna tell Peter something?"

Not too surprisingly, Rumble was in no mood to speak, he was sobbing due to Peter's tragic take

"Wow, he really took that hard", Peter said.

Later in the day, Johnny Storm arrived at Peter's Apartment and knocked on his door, "Yo Peter, you in there?"

Peter answered, "Hey Johnny, what brings you here?"

"Reed needs to see Twilight, he has someone over there that might provide some assistance for her situation", Johnny said.

Peter nodded, "She'd like that", he turned into the apartment, "Hey Twilight! We're going to The Baxter Building!"

Twilight's ears perked, "Did Dr. Richards find my way home!?"

"He has someone that can help, come on", Peter said.

Once everyone was out the building, Peter switched to his Spider-man guise and swung off while Twilight, Rumble & Johnny flew behind him.

"So what's the trip for anyway?" Twilight asked.

"Reed has a friend over, someone with more experience when it comes to magic and different realms", Johnny said.

"He get Dr. Strange or something?" Spider-man asked.

"Yeah, he's really excited to meet Twilight", Johnny turned to Twilight, "I think you'd like him too, he studies magic like you do"

Twilight smiled excitedly, "That's so amazing, I didn't think this world had magic"

"Normally it doesn't, very few can do magic, such as Dr. Strange, some evil jerks use magic, like Loki", Johnny said.

"Loki? Oh right, the Thunder God's brother, the one that's similar to Discord", Twilight analyzed.

"Bingo", Johnny said.

The group occasionally had to duck low so no one noticed Twilight or Rumble, then go for the flight & swinging again.

However due to them occasionally having to land, eventually the ponies started leaving a few clues of their existence, including a string of Twilight's tail hair, which was found by Kraven.

"This is an unusual color...perhaps this pony does indeed exist, my hunt resumes"

The group arrived at The Baxter Building a while later.

Johnny brought them in and introduced them to Dr. Strange, "Twilight, this is Dr. Stephan Strange, Dr. Strange, meet Princess Twilight Sparkle"

Twilight approached Dr. Strange, "Pleasure to meet you"

Dr. Strange bowed, "Likewise", he noticed Rumble, "I take it that's her Pegasus friend"

Johnny nodded, "That's Rumble"

"Hi", Rumble said.

Peter approached Strange, "So you know how to get Twilight home?"

"I might be able to get her home, but first I need some extra info from Twilight Sparkle herself"

Twilight approached him, "Ask me anything Doctor"

"Very well, I need to know the name of your realm, and any source of magic I can trace from it"

"My world is called 'Equestria', our magic is based off Harmony, be it from love or friendship"

"Harmonic Magic, tell me are your species generally peaceful?"

Twilight nodded, "Yeah we are, I mean there's a few that are different and a little meaner spirited but for the most part we're peaceful"

"Any negative magic I should beware?"

Twilight pondered, "There was Chaos Magic, but that may be from our ally Discord, his magic is similar to the villain Loki, and there's dark magic from King Sombra, he's likely taking over so don't be surprised if there's a clash", Twilight explained.

"I see, now who is the leader of your world?" Strange asked.

"Princess Celestia is the leader, her sister Luna is a co-leader", Twilight explained.

"They use harmonic magic as well?"

Twilight nodded, "Mostly Celestia, she knows more about it than I do, she was my mentor"

"I see, are ponies the only creatures of your realm?"

"No, there's also Dragons & a land of Griffons, but ponies are more of the Dominant Species for the most part"

"Interesting, well I shall do my part to explore these realms, should I find your realm, I can get you back home"

"Really? That'd be great...though if you happen to see my friends that would help, they also got scattered but I don't know where", Twilight said.

"I'll see what I can do young one"

Twilight nodded and bowed, "Thank you so much, if there's any way I can repay you..."

"Not necessary, I am just interested in your world, it's no trouble, I do enjoy looking for new types of magic to study"

"Just like me, I love studying magic"

Strange smiled, "Yes, Reed told me you do, and unlike him I understand and appreciate magic more than he does"

Reed looked annoyed, "Right"

"Still, much appreciated Doctor, maybe you can visit my world, there's a lot of great things to behold there", Twilight said.

"Think we all can visit?" Johnny asked.

"I don't see why not, the ponies of my world may be a bit jumpy on occasion but I'm sure they won't mind seeing the heroes who helped a princess"

"Sweet", Johnny said.

"So anything else or..." Peter was saying.

"You both came all this way, why not just stay a bit and chat?" Sue said.

"Right, we can tell Twilight about Civil War", Johnny said.

"I'd like to hear the story", Twilight said.

"Take a seat, it's a long story", Johnny said.

So time went on, they explained the Super Hero Registration Act, the big dispute between Captain America & Iron Man, the villains used for mind control, The Thing & The X-Men staying neutral, Spider-man, Susan Storm & Johnny Storm switching sides, and the big climax which lead to the Death of Captain America, then they explained his revival.

"Wow, amazing story, you were very brave Peter, and so were you Susan", Twilight said.

"Hey what about me? I switched sides too!" Johnny said.

"But Peter went through a lot after he switched, and Susan had to leave her husband, that must have been hard for you both"

"It was, but we reconciled, this world leaves everyone so heated so things like this happen, you gotta be stronger", Susan said.

Peter checked his watch, "We've been here a while, we should head back home, it's getting late, which means the freaks will be coming out again, so I'll get Twilight home and maybe do a patrol of the city"

"Very well then, it was great seeing you both again", Reed said.

They all said their good-byes as Peter & Twilight left the Baxter building, Reed turned to Dr. Strange.

"Have you encountered a creature like her?" Reed asked.

"Well I did once find a young Unicorn pony named Sunset Shimmer exploring a few dimensions", Strange said.

"Wow, fascinating, what's she like? Anything like Twilight?" Reed stated.

"No, she's a bit more cold, though I don't think she's evil, just misguided"

"Interesting"

Meanwhile Twilight, Rumble & Spider-man are going over the rooftops of Manhatten.

"You've been through so much Peter, I can't imagine what it's like for someone I look up to doing something like what Iron Man did"

"Yeah, he treated me like a son on occasion, so it was a hard choice, but I had to do the right thing", Spider-man said.

"The right thing isn't always easy, but it must be done", Twilight said.

As they went, Rumble felt a something bite him.

"Ow, feels like something bit...me", Rumble started looking a bit sleepy.

He landed on a roof of an apartment building and started to fall asleep, Spider-man & Twilight approached him.

"Rumble, you alright?" Spider-man asked.

Twilight checked him and saw a dart on his side, "A dart, who would-"

"Twilight move!" he grabbed her out the way and the dart narrowly missed.

Twilight looked to see who shot the dart and she saw the culprit nearby.

"Spider-man, who's that!?" Twilight asked.

"It's Kraven the Hunter!" Spider-man shouted.

"I've finally tracked you down winged unicorn"

"Alicorn", they both said.

"Thanks, now I know what to put on my trophy mantle of her head"

Twilight looked freaked when hearing that, "Excuse me!?"

"Who sent you Kraven? How did you know about Twilight!?" Spider-man asked.

"I got a tip from our friend Shocker", Kraven said.

"Damn Shocker, well I won't let you harm her! You'll have to get through me!" Spider-man said.

"All the better, to hunt you as well is always a thrill", Kraven said and got his swords out.

Spider-man stood in front of Twilight, "Be careful with this guy, he's very dangerous, there's a reason he's considered a deadly hunter, he's hunted all types of creatures"

"Wow, my friend Fluttershy would hate him, and she rarely hates", Twilight said.

Kraven jumped to them, "I hope you two put up a fight, I must admit I'm almost glad you stopped me from darting this pony, she would end up like that one", Kraven said, pointing to Rumble.

"What? Make her sleep so you can capture her easier?" Spider-man said.

"My boy, I said I'm here to hunt, that dart, while has sleeping powder, does much more, it contains a decent amount of poison"

Twilight's eyes grew, "Poison!? You poisioned my friend!?"

"Yes, he will likely die soon, with any luck, you'll both be dead long before"

Twilight gritted her teeth, "You bastard!" she shot a blast at Kraven but he rolled out the was and rushed at her with his sword but she used her magic to block the strikes, and Spider-man rushed in with a punch to knock Kraven to a Chimney.

"He's a child Kraven! Why poison him!?" Spider-man asked.

"Orders are orders, perhaps I can kill you both, cure him and sell him for a decent price, however the longer you both delay your deaths, the more harder it will become to save that boy"

Twilight growled and charged at him with her horn but he blocked with his sword and kicked her back.

Spider-man rushed in for some punches but he blocked those and did a few kicks and elbows of his own, which Spider-man blocked and then flipped over Kraven, but he rolled and rushed at Spider-man again, slashing at him and attempting to stab him.

Twilight shot more magic but Kraven dodged and a blast accidentally hit Spider-man.

Twilight gasped, "I'm so sorry Spider-man!"

Spider-man looked up, "Watch out!"

Twilight looked to the side but couldn't react in time as Kraven kicked her mid-section.

Spider-man stumbled towards Kraven but he kneed Spider-man in the gut and hit Spider-man with a forearm smash.

Twilight got up and shot more magic blasts at Kraven but he rolled to the side and tossed a few daggers at Twilight.

Twilight was to block the daggers and shoot more magic, Kraven dodged and ran at her.

She continued to shoot the magic but he went from side to side to dodged and then jumped over her and threw a net at her to make her stumble.

"Hey! Let me out!"

Kraven grabbed his swords and walked toward her with the intent on finishing her off, but Spider-man rushed at Kraven with a few punches, one of those punches connecting with Kraven, knocking him off the roof, but Kraven grabbed a ledge to keep from falling.

Spider-man ripped the net off Twilight, "There you go"

Twilight used her magic to throw the net away, then she saw Kraven get back on the rooftop.

"There he is again! Stop him!" Twilight continued to shoot magic blasts but Kraven rolled out the way and threw a smoke bomb to disorientate Twilight and Spider-man.

Kraven rushed at spider-man first but his spider Sense allowed him to counter Kraven's attack by knocking a sword out his hand and kicking him back, Twilight used her magic to illuminate the area, when she saw Kraven stumbling, she reared her hind legs back and buck kicked him, knocking him over.

Spider-man approached the downed Kraven, "It's over, surrender now and give us an antidote to Rumble's-", he couldn't finish because Kraven had sucker kicked him in the face.

Twilight rushed to attack but Kraven dodged and punched her down, then he stepped on one of her wings, crushing it under his foot as she cried in pain, then raised his other sword.

"Time to die Alicorn!"

"NO!" spider-man shouted, "I won't lose another girl to one of you!" he rushed at Kraven but he simply grabbed Twilight and tossed her toward the edge of the roof.

Spider-man instantly rushed to Twilight to make sure she didn't fall off the building and grabbed her before she went over the edge.

He held her tight and looked down to her, "I'm so glad you're ok"

Twilight looked up, "Where's Kraven?"

Spider-man turned back to where Kraven last was, only to see him approach them both with his sword and impale Twilight through the back, the sword going through and getting Spider-man through the torso.

Kraven watched in delight as both Twilight and Spider-man were gasping for breath as Kraven grabbed Spider-man and made his sword go through more, some blood trickling down and dripping on the floor below.

Kraven then removed the sword and let both of them fall, both still barely alive and trying to breath.

"Looks like in addition to getting my new prey, I have my old prey at my mercy, lucky day for me", Kraven raised his sword with the intent of striking them both down before a whip wrapped around his wrist.

"What!?" he turned to see Black Cat and her whip.

"Back away from them!" she said and kicked Kraven back, making him drop his sword.

Kraven growled, "You dare!?"

"Damn straight I dare!" Black Cat said and started attacking Kraven but her punches and kicks were blocked and he tossed her aside.

"Foolish girl, I have hunted many dangerous animals, you are but a mere cat", Kraven said as he approached her, but she quickly kicked him in the head.

"A cat that can kick your ass!" she did a few extra kicks to him and then punched him down.

Kraven stood up and went to attack again but another whip caught his hand, he looked to see who it was and saw Daredevil with his rod.

"What!? Another one!?" while Kraven was distracted, Black Cat used it to her advantage to kick Kraven down, she tried to attack but he monkey flipped her, Daredevil went to attack but he judo tossed him, then ran for his swords and grabbed them both, only to kick kicked off the building by both Black Cat & Daredevil.

Kraven used his sword to stab the side of the building and break his fall, then he jumped to the ground and looked up in anger.

"This isn't over, I shall return for the kill, if they don't bleed out first!" Kraven taunted and left.

Black Cat turned to Daredevil, "Where'd you come from?"

"I was patrolling and I sensed some unusual vibrations, good thing I came, who knows what Kraven would have done"

Black Cat turned to Spider-man, Twilight & Rumble, "Looks like he's done enough"

Black Cat approached Spider-man & Twilight, both still wounded from the stab.

"They're both severely injured, their heartbeats are thinning, especially the one next to Spider-man", Daredevil said.

They then approached Rumble, Black Cat checked him, "Looks like he's sleeping, but there's a dart here"

Spider-man coughed and got their attention, "Felicia..."

Felicia removed the mask, "Peter, are you ok?"

"Rumble...poison...hurry"

Black Cat's eyes grew wide, "Oh God, we gotta get them to the hospital! Wait I can't show them Twilight or Rumble...maybe Mr. Fantastic can help"

"What can he do?" Daredevil asked.

"I don't know dammit! But we need to do something, they're dying!" Black Cat shouted.

"Fine, I'll help Spider-man, the other two should be small enough for you to help, let's hurry"

Black Cat & Daredevil took the ponies & Spider-man back to the Baxter Building, their time running shorter by the second.

* * *

 **Time's running short for them.**


	7. Emotions and Danger

**I bet Twilight never had to deal with this, though Peter expects it**

* * *

Twilight was seen sleeping in bed, though she looked distressed like if something was bothering her.

She was seen tossing and turning, painful moans in her sleep, "No...no...Peter...watch out..."

She continued to move around in her sleep, still freaking out to the point where she shoots up, breathing heavily.

She looked around, she didn't really recognize the room, so she's not in Peter's apartment, she tried to get out of bed, but she felt a pain on her abs, she looked down and saw she was heavily bandaged up.

"Ow, this hurts, what happened?" then she remembered what happened the previous night, going home, Kraven showing up, Rumble getting poisioned, the fight, and the fatal moment where she and Spider-man were impaled by the same sword, the pain was unimaginable.

She struggled to move but she barely could, she also had trouble breathing, but she needed to know where she was, for all she knows she got captured, though she noticed the door was open.

"Where could I be? If that Kraven creep captured me then surely the door wouldn't be opened"

She went through and walked through a hall, then the place became familiar, it was The Baxter Building.

"Oh thank goodness, I'm in a friendly area"

She walked on through and heard some talking.

"You gotta tell me he'll be just fine!" she heard what sounded like Peter said.

"We got the posion out, but time will tell if we got it out fast enough", she heard what sounded like Reed said.

"He can't die Reed! He's only a child!" Peter said.

"I don't want him to die either Peter, but there's not much I can do, all we can do is hope", Reed said.

Twilight's heart sank, were they talking about Rumble? She couldn't bare the idea of him dying, she especially couldn't bare the thought of having to tell Thunderlane he died, she's supposed to take care of him.

She then heard another voice speak, "That kid better not die! I'm gonna be really pissed if he does, I told your friend to watch over him!"

She knew that it was Felicia Hardy, she gritted her teeth a bit.

"You think she doesn't know that Felicia!? She cares about him, she knew him longer than you did after all!"

"Yeah she cares enough to let the kid get poisoned"

"That's enough!"

The room went silent, Peter being angry is something Twilight definitely isn't used to, he's usually so calm, even when fighting he maintains a calm composure, sometimes he even enjoys himself a bit at his opponent's expense, but for Peter to show that type of rage is so weird to Twilight.

"I'm sorry Felicia, you did help save my life after all but-"

"No don't be sorry, I shouldn't be stressing you out like this, this was just such a scare, I almost lost you, and Rumble's a nice boy...why is Kraven such a bastard!?"

Johnny spoke up, "Come on everyone, Twilight's still resting, it's very likely she's still hurt, Reed says she's lucky to be alive"

"Yeah, I'm sure she's resting", then he spoke a bit loudly, "I should hope she didn't leave the bed while she was still hurt!"

Twilight got a little nervous and quiclly went back to her bed, Peter looked to where Twilight was and chuckled.

"Let me guess, you could tell she left her bed", Johnny said.

"I noticed her a moment ago, that was just my little warning", Peter said.

"If she noticed you, then she's probably worried about you, you should go to her", Johnny said.

Peter nodded, "Good idea"

Peter went to the room where Twilight was, Felicia folded her arms, "Man that girl, what does Peter like about her anyway?"

"He says she's a nice girl, charming attitude, sweet smile, and very intelligent, and is a very caring being", Johnny said.

"What is he in love with her?"

Johnny shrugged, "Stranger things have happened"

Peter entered Twilight's room, he saw her struggling to get back on the bed, Peter rolled his eyes a bit and assisted Twilight onto the bed.

"There you go, now please stay here and rest, you're severely hurt, Reed said you almost bled out"

Twilight nodded and laid down, "Thanks for being such a help, wow I can't believe I almost died"

"When you're a superhero you get used to it, I've had so many moments where I was almost killed, like the time Shocker had me on the ropes, then there was those close calls with Venom, and..." Peter looked at Twilight, he saw some concern on her face, he then realized he was probably worrying her, "Well you get the point...er wait, wrong choice of words! What I mean is-"

"Stop...I get it, though I do wonder how we got out of there alive and safe..."

"Well after we got stabbed, Black Cat arrived to help fight off Kraven, and during the fight another super hero arrived, Daredevil, they both drove Kraven away and got us to The Baxter Building"

"Daredevil? Is he still around?"

Peter shook his head, "Apparently he left shortly after getting us here, we can go find him later if you'd like and thank him personally, he usually patrols around Hell's Kitchen, so we can go later"

Twilight through of something, "Wait, he knows I'm a pony, he won't tell anyone right?"

"Not sure if he knows if you're a pony, he's blind, but even if he does know he won't say anything"

Twilight cocked her head in confusion, "Wait, he's blind? Then how is he fighting?"

"Radar Senses, he can see through sound"

"Wow, wait is that his power?"

"Sorta, it's a long story, he can explain it better, but let me finish what I was saying, apparently after we got here, Dr. Strange used some healing magic to help us, mostly you since you needed it the most, I can endure pain and I can heal faster than most humans, not as fast as Wolverine though, his wounds heal almost instantly"

"Wow, lucky him"

"Yeah, so they healed us and were able to remove the poison from Rumble, right now Reed's just concerned if whether or not Rumble will make it"

Twilight grew concerned, "I hope he does, if he died under my watch, I could never forgive myself, I could never face his brother or his foalsitters..."

Peter sighed, "I know that feeling...to let someone die and have to feel the guilt"

Twilight remembered something, "Last night, I heard you mention to Kraven that you won't lose another girl to him or something like that, pardon me for asking, but did he kill someone close to you? A girl you cared about?"

Peter looked away a moment.

"I'm not gonna judge you Peter, I didn't think any less when I learned about your uncle, I can handle learning about whatever mistake you think you made"

Peter looked to Twilight's eyes, "Ok, I'll tell you" Peter sat down, "First thing's first, KRaven didn't kill anyone I was close to, but one of my villains did, which is why I said I won't lose another girl to one of you"

"Oh, that's what you said...ok continue"

Peter nodded, "So the story is this, years ago I was friends with a girl named Gwen Stacy, she was part of my little clique of friends, over the years we became closer and eventually, we fell in love"

"Aw, that's sweet"

"Yeah...now the thing is I never told her I was Spider-man, though I don't tell any of my friends since it endangers them, unless they have powers too so, like you and Johnny, and after what happened one night with her father I never wanted to"

"What happened?"

"Her father was Captain of the Police Force, one day there was an accident that led to his death, and Spider-man was blamed, thanks especially to The Daily Bugle"

Twilight let out an annoyed sigh, "You need a better job, you're too good to be working there"

"Yeah, maybe...but anyway Gwen hated Spider-man so I was always worried for the day I may need to tell her, I was hoping Spider-man would no longer be a public menace, but one day one of my villains, The Green Goblin had captured Gwen and brought her to the top of a bridge, I went to rescue her only for him to throw her off the bridge, I used my webbing to capture her, but when I did..."

Twilight put her hooves on his hand, "You can tell me"

Peter nodded, "When I did...I saw that she was dead...I think I may have killed her when I caught her with my webbing, I grabbed her by the ankle, it may have caused whiplash, but I killed a girl I loved..."

Twilight noticed the tears on his face, how many stories does Peter have that are sad tales? Being a Superhero isn't all fights and villains it seems, Peter clearly went through a lot as a hero.

"When Kraven was gonna kill you, those old feelings came back, I thought I was gonna lose you, I'm so happy I didn't...but it was such a close call"

Twilight hugged Peter, "I'm fine at least, I'm glad you were there for me, it's a relief to know that you have such a caring heart"

Peter looked at her a bit surprised, "Seriously? Even after I told you about Gwen you still feel safe around me?"

"Peter...you shouldn't blame yourself, you were trying to help her, that guy should be blamed for throwing her off the bridge, you didn't throw her, he did, you tried to save her, maybe your webbing didn't kill her, maybe he already did and only did that to mess with you..."

Peter held his head with his hands, "I'm not sure what happened, but I do know it's likely my fault"

"Can you stop blaming yourself for everything!? It's nice to know you care but don't put the world on your shoulders, even if you have super powers, you're just one person, don't let these mistakes wear you down, I don't think you're a bad guy, I think you just had bad luck, you seem to do more good than bad, and it's obvious you've gotten better at this, maybe it hurts more because it's people you've lost, and I can't imagine that type of pain, but I do know you need to stop beating yourself up"

Twilight looked into his eyes, "I told you before I wasn't gonna let you think such things about yourself, you're my friend now and as my friend I will make it my personal duty to keep you out of your slump"

"That a royal order?" Peter jokingly asked.

"It's my order, the day you showed your kindness and companionable is the day you sealed the deal on our friendship", Twilight responded.

Peter chuckled, "I love your heart, I always say a great girl has a pure heart, great mind and a pretty face"

Twilight blushed, "You think I'm pretty?"

Peter then realized he said the last part out loud, "Uh...let's just say that I did, you wouldn't be mad right?"

"Why would I be mad? You think I'm pretty, wait that's a good thing in this world right?"

"It is...some girls just don't like when I compliment them, they think I'm being weird, creepy or annoying"

"Well I don't think any of those things, you're a very nice, charming and handsome person so...", Twilight realized she just called Peter handsome, "Whoops, kinda kept talking there"

"Now you know how I feel", Peter said, both then started chuckling until they heard Johnny making kissy noises at the door.

"You two are in loooooove", he taunted.

Peter simply webbed Johnny's mouth shut, "Be quiet"

Twilight giggled at that, "We both have out own ways of shutting someone up it seems", Twilight said.

"Yeah, I guess, well I'll leave you to your rest", Peter said.

He left the room as Johnny was removing the webbing from his mouth, after he was gone Johnny had the webbing off, "That guy can't take a joke sometimes"

"Well you were being a bit obnoxious", Twilight said.

"Hey between how you were acting just now and how worried he was for you while you were still sleeping I just called the obvious"

"How worried was he?"

"For one he kept asking every 5 minutes if you're ok, he wouldn't stop bugging Reed or Dr. Strange about you, he wouldn't stop pacing, and he was still hurt too, he was more concerned about you than himself, he was even crying a bit, he thought he got you killed, dude was a wreck"

Twilight looked surprised, "Wow, I can't believe he was so worried about me, I guess it's just his caring side"

Johnny shook his head, "No, it's more than that, I've seen him worried for a friend, he usually at least tried to stay calm, he kept confidence that it would turn out just fine, you were a special case, the only other time he worries like this if it's a girl he likes, whether it was someone like Mary Jane or Gwen Stacy"

"Mary Jane? I know Gwen Stacy but who's Mary Jane?"

"Another friend of his, they're kinda on-again, off-again"

"Oh wow, what about Felicia Hardy though?"

"He likes her, but not that way, their relationship is based more on physical attraction than anything emotional"

"Figures...wait do you think he likes me that way though? I mean he's a human and I'm a pony, not that I'm again interspecies dating, my friend Spike, who's a dragon, has a crush on Pinkie Pie"

Just then Pinkie Pie's head popped out of a drawer, scaring both Twilight & Johnny, and she shook her head in shame, "You broke your Pinkie Promise again"

Then Deadpool popped out another drawer, "Some are just really bad at keeping secrets"

"Pinkie!? What are you doing here!?" Twilight shouted.

"I came to check on you, I heard you got hurt so I came here as fast as I could, I'm happy you're ok Twilight", Pinkie said.

"How is she here!? With Deadpool!? Where the hell did they come from!?" Johnny shouted.

"Don't ask, she does this if you break a 'Pinkie Promise', since it's the fastest way to lose a friend"

"Foreveeeeeeeer", Pinkie said as she slowly went back into the drawer.

"What she saaaaaaaaid", Deadpool said, also going back in.

Johnny approached the drawers and checked them, empty, he then backed away all freaked out.

"Anyway...I know dragon who likes a pony, so it's not that uncommon but does he mind?"

Johnny shrugged, "I don't think he does, based on your mushy conversation, he seems to like you for your mind and personality, though he did say you have nice eyes, personally I wouldn't care, being an astronaut and a dimension explorer, I've dated outside my species, hell I once considered dating a woman who turns big and green, now the question is, does it matter to you? That seems the be the one other thing you should be concerned about", Johnny started walking out, "I'll leave you to rest"

Johnny left Twilight to ponder that question, did she like Peter? Was it weird? Should it matter?

Twilight decided not to stress it and decided to rest like Peter wanted.

She spent the next 10 days living in the Baxter Building, recovering from her injury, Peter visited her frequently, only leaving when he had to work or when he needed to go home to sleep.

Pinkie Pie also came by again bring her a cake, bringing Deadpool & Wolverine. Wolverine had given her props for surviving a stab wound, saying she has his utmost respect.

Even Daredevil came by at least once to introduce himself to Twilight and was grateful she was doing fine.

Rumble himself recovered well from the poison, the day he woke up, Twilight immediately rushed to him and smothered him in kisses, thanking everyone she could for keeping him alive.

Peter was also very relieved, glad he has no deaths on his hand thus far.

When Felicia found out, she immediately went to the Baxter Building, with a nice bowl of ice cream for her favorite little colt.

Soon Peter was able to bring Twilight and Rumble home, Twilight still had somewhat of a scar but so long as she kept applying medicine she was alright.

Kraven however, he still made plans to hunt down Spider-man & Twilight Sparkle, however he knew he couldn't do it alone, unless he wanted to risk the chance that Black Cat & Daredevil might return, plus the possibility that any of The Fantastic Four will also show up, so he decided to enlist a little help.

One evening, Twilight was in Peter's apartment, lying on a bed with her head angled so she can red her book properly, using her magic to keep the book levitated.

Rumble rested his head on Twilight's stomach while reading his comics, and occasionally checking the time, "I'm bored, when is Peter gonna get home?"

"Soon Rumble, he's working a little extra, be patient"

Rumble sighed, "When can we go back to Equestria?"

"Once Dr. Richards & Dr. Strange finds a portal back home"

"It's been almost 3 weeks, I miss my brother & foalsitters, and I'm worried King Sombra hurt them"

"I know how you feel honey, I miss my friends too, and I miss Spike, I also miss the princesses & my brother, but we have to be patients, believe me I would love nothing more than to go back home and knock some sense into King Sombra"

"Can't Princess Celestia find us though? She knows magic"

"I'm sure she can, but keep in mind that there are several different dimensions, it could take her a while before she finds us"

Rumble looked saddened, he was really concerned, "Well at least we have Peter, he cares about us"

Twilight nodded, "Yeah, he does"

Around that point, Kraven was searching around and found some traces of Twilight, lose hair and fur, he also detected her scent and followed it around until he found Peter's apartment.

"She's close", he started scaling the side of the building.

Twilight was really into her book, it happened to be a romance, during the book she at some ponts fantasized her being the woman and Peter being the man, Twilight blushed at certain parts of the book, imagining Peter doing certain romantic things with her, she has really come to like Peter, especially considering how often he checked up on her during her injury.

Rumble looked a bit concerned every time Twilight sighed happily and noticed a blush on her face.

As Twilight read her book, Kraven made it up the side and the scent grew stronger, "You're around here!"

He then burst through the window and was in the living room.

Twilight heard it, "What was that!?" she got on the bed, "Stay there Rumble", she peeked through the door without opening fully and saw Kraven in the apartment.

"Oh no, he's here?" Twilight said in a hushed tone.

"Where are you little ponies?" Kraven asked.

Rumble looked scared, he really wishes Peter was here.

Kraven picked up another scent, "There you are", he used his swords to cut the door open and encountered Twilight & Rumble, "The predator always finds his target"

Twilight wasted no time blasting Kraven back, "Rumble hide, I'm gonna lure him away"

"But Twilight!"

"No buts, hide!" Twilight ran out and blasted Kraven again, "Catch me if you can mighty hunter!" Twilight flew out the window.

Kraven grabbed his swords and jumped out the window to find Twilight.

She flew over the rooftops as Kraven followed her, she occasionally blasted at him but he doded each one and tossed a few daggers at her, which missed.

Eventually he jumped and grabbed her back leg.

"Hey! Let go you creep!"

She flew around erratically to get Kraven off of her, she then teleported randomly, forcing him to let go and he ended up crashing to a rooftop.

He got up and Twilight flew angrily at him and zapped him but he dodged and attacked with his swords but she dodged and blasted him off near the side of the building, he got up and continued his attempts at attacking her but she dodged them and eventually buck kicked him in the gut and then blasted him again, making him fall off the roof, but he used his sword to stay on the side and started climbing up again, but then Twilight jumped to another roof and got into a fight defense.

Kraven grabbed some daggers and attempted to stab Twilight but she jumped back each time and tried blasting Kraven again but he dodged to the side and ran in and cut her wing a bit.

"Ow! Grrr" she tried blasting again but he jumped up to stab down, luckily she managed to dodge, only for him to slash at her face, giving her a small cut.

"The side of your blood has caused me satisfaction before", Kraven said.

"I owe you for that attempt on our lives", Twilight warned.

Kraven ran in to attack some more, running into Twilight's magical blocks, he managed to dodge to the side and slash at her again, cutting her a little more.

"Soon you shall die!" Kraven said.

"Not today!" Kraven heard and when he turned around, a fist came at his face, knocking him back.

Kraven stood up and noticed Spider-man, "You!"

Spider-man arrived on the rooftop and noticed the cuts on Twilight, "For the record, for every cut you gave her is a rib of yours I'm gonna break", Spider-man threatened.

Kraven chuckled, "I had a feeling you'd show up, so I had an ally waiting", he talked into a radio, "It's time"

Spider-man looked confused, "Who are you calling Kraven?"

Then they heard some screaming, Spider-man looked an noticed a man walking through New York on long metal tentacles.

"Oh no!" Spider-man said.

"Spider-man, what's wrong!?" Twilight asked.

Spider-man glared at Kraven, "You're working with Dr. Octopus!?"

Doc Ock traveled through the city to the coordinates Kraven was at.

"It's about time you gave me the call, I was tired of waiting, very hard to hide when you have long tentacle claws", he then eyed Twilight, "So this is the pony?"

"Indeed, quite a tough one too", Kraven said.

"Impressive, perhaps I could have a chance to dissect her and figure out how she works", Doc Ock said.

Twilight looked a bit freaked out, "I don't think so!"

Spider-man went to Twilight, "You stay away from her you weirdo!'

Doc Ock then whacked Spider-man with his tentacle.

"Hey!" Twilight then blasted Doc Ock with her magic.

Kraven went to attack Twilight but she teleported behind him and blasted him, then Doc Ock grabbed her by the neck, only for Spider-man to rush in and shoot a few webs to hurt Doc Ock and then did a diving kick to knock him back.

Kraven attempted to attack Spider-man from behind with his sword but Spider-man ducked and then delivered an uppercut to Kraven, knocking him into the air, which Twilight took advantage and blasted Kraven to another rooftop.

Doc Ock then attacked both Spider-man & Twilight with his tentacles, whacking them both around a bit.

Kraven jumped across the roof and went in to attack as well with his swords.

Spider-man and Twilight mostly evaded and got back far enough to get some distance and focus on projectile firing at the two.

While the villains dodged Spider-man managed to tackle Doc Ock off the building and punch him on the way down until they landed in the streets.

Doc Ock grabbed a street lamp and used it to whack Spider-man.

Twilight flew down to attack Doc Ock but she also got whacked by a street light.

As the two recovered, Kraven had dived down with his swords in an attempt to stab the two, but they dodged last second, only for Doc Ock to whack both.

"This is ridiculous, Kraven was bad enough on hsi own, this creep he's with is just making things worse", Twilight said.

"We gotta keep trying though", Spider-man said.

Truth be told, Spider-man could barely give 100% due to his lingering worry for Twilight, Twilight herself was also worried for Peter, they nearly got killed once before.

The two went in to continue their attack and while the heroes fought them off, eventually they were both taken down by the combined might of Doc Ock & Kraven.

Spider-man tried getting up but Doc Ock grabbed him by the throat and released a blade from another tentacle, "Time to finish you!"

At that moment he felt someone grab him from behind, it was Black Cat, grabbing him into a sleeper hold.

"Get away from him you bastard!"

Doc Ock grabbed her off his back and tossed her to Kraven.

Once she stood up, Kraven took her down with a punch and focused his attentions once again on Spider-man & Twilight.

However also arriving in the area was Daredevil.

"Attacking Spider-man & his friend again hunter? And it looks like you've brought a friend of your own as well"

"You will pay for interfering last time, I will have all your heads for this!" Kraven attacked Daredevil with his swords but Daredevil blocked with his Billy Rod and whacked Kraven back.

Doc Ock approached Daredevil and started to attack him with his tentacles but Daredevil managed to dodge most attacks, though managed to knock him through the glass of a nearby building.

Kraven ran to attack Daredevil but Spider-man had managed to web Kraven and fling him to a wire pole.

"Hope no one was in the middle of an important call", Spider-man stated.

Doc Ock went to attack again but Twilight blasted him to the wall of a building, Spider-man rushed in and beat down Doc Ock, Daredevil eventually following suit.

Kraven went to assist Doc Ock but Black Cat managed to kick him in the face, Kraven wiped the blood from his mouth and went to stab Felicia but he was blasted on the back by some fire.

Felicia looked up and noticed The Human Torch, who waved at Felicia and went towards Doc Ock.

Doc Ock managed to fight off Spider-man & Daredevil but soon Johnny had blasted him with fire, knocking him back.

Spider-man webbed Doc Ock & tossed him towards Kraven, who was getting up from his blast, the two villains rose up and beheld the sight of the 5 heroes standing together, ready for another fight.

"This isn't working like I thought! I figured you can handle them with your six extra arms!" Kraven said.

"I may have 6 extra arms, but I don't have 6 extra eyes, it's not easy keeping track of so many people coming at you!"

"Hey what's the hold up!?" Spider-man asked.

Doc Ock growled and spoke in hushed tone to Kraven, "We must retreat"

"What?"

"We're outmatched right now, besides I know they have made enemies out of Shocker, Electro & Rhino, we can use that to our advantage"

Kraven nodded, "Da, we retreat for now"

Kraven tossed a smoke screen to the heroes to blind them and cause them to cough, "You win now, but we'll be back!" Kraven shouted.

Daredevil may not be visually affected by the smoke, but the coughing still affected him, once the smoke was gone, so were the villains.

"Damn...Daredevil did you catch the direction they went!?" Johnny asked.

"Yeah but they're long gone now, we'll have to wait for them to return", Daredevil answered.

Twilight turned to Daredevil, "Hey Daredevil, I'm really glad you came, you helped us out, again, we owe you one"

"It's no big deal, my job is to protect others, I would have attacked them regardless, but your appreciation is welcomed"

"At least we got out of that alive", Spider-man said and then turned to Twilight, "You got scratches"

"I'm fine, nothing too deep"

Spider-man wiped away the blood, "I owe Kraven some broken ribs, but I'm glad you're ok"

Johnny noticed the civilians coming around, "Uh I hate to break up your moment, but I think Twilight's been found out"

Spider-man & Twilight looked around and noticed the civilians watching, staring at her and whispering to each other.

"What is that?"

"Is that a pony?"

"It it dangerous?"

"What's it doing with the super heroes?"

Johnny took this time to speak up, "Listen up everyone, I know seeing this pony is strange, you might be wondering what she is or where she came from, but rest assure that she's not a threat to us"

"Of course not, she's a girly pony!"

Johnny looked irritated at that civilian, "This 'girly pony' just helped us fight away Kraven and Doctor Octopus, so kinda shut the hell up, you stupid idiot", Johnny saying the last part with fake kindness.

The other civilians also yelled for him to shut up.

"Anyway she's on our side, Dr. Reed Richards knows of her existence, he has given her the stamp of approval and she's a good friend of myself and a VERY good friend of Spider-man, she's very friendly too but try not to bother her too much, she is not here of her own free will and is still getting used to our world's customs"

The civilians spoke amongst each other a moment, soon some news vans arrived and got the heroes on camera, some Daily Bugle people also showed up.

Twilight looked a bit nervous being stared at, all she did was wave nervously, "Hi everyone, it's nice to meet you!"

Soon some news people started pandering them with questions.

"Young pony, who are you? Why are you here?"

"Is it normal for unicorns to have wings!?"

"Do all ponies talk?"

"How do you know Spider-man?"

Johnny got in front of the news people and the paparazzi, "Hey easy there, you're overwhelming her"

The people moved Johnny aside and continued to pander her with questions.

Twilight was suddenly getting flashbacks of the time all those ponies wanted her extra Gala ticket, though she did now what she did then, teleport.

Soon she was gone, the people wondering where she was.

"Great, you scared her off, you'll get your answers later, right now we'd like for you to back off a little!" Johnny shouted.

As the people started to leave the group looked around for Twilight, Spider-man went to a nearby rooftop and found her watching over.

"Wow, quite a lot of people", Twilight said.

"Yeah, they seem to be fascinated that you're a talking pony", Spider-man said.

"The attention's a bit much, I don't even like this much attention in my world, though being a princess it can't be helped, everypony wants to be near me or wants an autograph"

"That's another reason I like having a secret identity, avoiding fans of mine, the popularity's nice but it can be a little much, especially since any friend you make during your popularity isn't real, just someone who likes what you do, now who you are"

"Lucky for you, that's not the case with me, I like both Spider-man & Peter Parker"

"And I'd like you even if you weren't a princess"

Twilight smiled at that, then noticed the others come to the rooftop.

"We need to get to the Baxter Building quickly, explain this situation to Reed, he'll be able to handle it", Johnny said.

After getting to the Baxter Building, everything is explained to Reed, he comes up with a solution.

"From the sounds of things, Kraven knows where to find you, since he's escaped he may target your apartment again Peter, you and Twilight aren't safe there"

"So what are you saying?" Peter asked.

"I'm saying that you'll need a new place of stay, perhaps for the time being, you can stay here until we get everything figured out", Reed said.

"I really don't want to burden you Reed", Peter said.

"It's no trouble, besides it's too risky letting you stay at your apartment, not to mention S.H.I.E.L.D. will learn of Twilight soon so it's better if she has our back up"

"S.H.I.E.L.D.? Who is that?" Twilight asked.

"One of our world's top Military Groups", Reed explained.

"Why would S.H.I.E.L.D. want Twilight?" Peter asked.

"Lots of things, testing, making an alliance with her world, no doubt that Nick Fury's gonna wanna see her", Reed said.

"I swear if Fury bugs her in any way", Peter said.

"Hey maybe he'll invite her to join The Avengers", Johnny said.

Peter suddenly imagined Twilight standing side by side with Captain America, Iron Man, Thor & The Hulk, "Oh God"

"I'm not sure if he'll do that...but he come after her for something, best if you all stay here for now", Reed said.

"Don't worry Pete, it'll be fun, plus it's a faster commute to your job", Johnny said.

Peter turned to Twilight, "What do you think Twilight? Should we?"

Twilight pondered and nodded, "Maybe we should take it up...for now at least...kinda funny I just got back to your place and I'm moving back here again"

"Yeah, I guess", Peter said.

"The bright side is that you're gonna be here too", Twilight said, causing a smile from Peter.

"Then it's settled, you two and your Pegasus friend will stay here", Reed said.

Twilight's eyes widened, "Oh no! Rumble, he's still back at Peter's apartment!"

"I'll go get him", Peter said, but Felicia stopped him, "Mind if I do it? Actually I wouldn't mind taking him in, make it easier for you two"

"Rumble's just fine with us!" Twilight said.

Felicia huffed, "Fine, be that way, though I'd still like to get him"

Peter sighed, "Fine, have it your way"

Felicia nodded and left the building, Daredevil approached Peter.

"Well good luck Spider-man, looks like you're gonna need it", Daredevil went to Twilight, "Be safe Twilight Sparkle" he then left The Baxter Building.

Reed approached the two, "Time to get you settled in"

Reed took Spider-man & Twilight to their room, "I'll get a second mattress, and a place for Rumble to sleep"

"Thanks Reed", Peter said.

"We really appreciate it", Twilight said.

Reed nodded and left, Peter sat on the bed and sighed, Twilight sat next to him, "Rough day huh?"

"Yeah, Kraven & Doc Ock are still out there, who knows what they might do"

Twilight nuzzled against Peter's neck, "I'm sure you'll stop them, you have before"

"I'm just worried for you mostly, I don't want you getting hurt"

"I can handle myself as well Peter, plus we have allies in Johnny, Daredevil & even Felicia"

"I guess"

Twilight hugged Peter a bit, "I love your caring attitude Peter"

Peter hugged back, "You're easy to care for"

Twilight looked up at Peter, who smiled at her, "You're very handsome"

Peter blushed, "Thanks...you're really pretty"

Twilight could no longer control her urges, she leaned in and kissed Peter, much to his surprise.

Twilight blushed during her kiss, while all Peter could think about was the fact that he was kissing a pony, he wondered if that was normal.

After breaking the kiss, the two stared at each other a bit.

"Wow...that was something", Peter said.

"Something good, or something bad?" Twilight asked.

"Just...something, not used to kissing ponies so..."

Twilight nodded, "I see...I'm sorry if I went a little too far, I guess I just developed a small crush on you"

"Yeah, looks like it..."

The two then found themselves in a very awkward silence.

"So...maybe I should get some rest...long day", Peter said.

"Yeah...same here", Twilight said and went to her own bed.

The two laid down on their own beds, Twilight a little concerned over the kiss, hoping Peter wasn't too upset, while Peter wondered how this even happened, and if he actually could have feelings for Twilight.

Before they went to bed, Peter stated one thing, "The kiss wasn't bad...just so you know"

Twilight felt a bit relived, though part of her thinking he said that to spare her feelings, but it just proved his caring attitude.

"Good...cause I enjoyed giving it to you", she bravely stated.

Both smiled and blushed a bit before heading to sleep.

It's been a month since Twilight had arrived, and during her stay in the Baxter Building, Nick Fury had indeed arrived to check on Twilight, once they convinced him she was safe and not dangerous, he allowed her to remain in The Baxter Building, so long as they never try to keep a secret like this from S.H.I.E.L.D.

Fury was also alerted to Pinkie Pie's existence and like with Twilight & Rumble, he promised not to do anything so long as they remain under the care of Spider-man, The Fantastic Four & The X-Men.

Speaking of Rumble, Felicia had often come by to check on him, she had become really fond of the little colt, there were times Twilight was concerned she was gonna nab Rumble from under her nose.

Peter & Twilight have felt a bit awkward near each other since their kiss, though it wasn't a bad type, more like a shy type, truth be told Peter may have liked Twilight like she liked him, however between her being a pony, the relationship being a taboo and the fact that he's had lousy luck with girls on occasion, he was a bit hesitant to really advance the relationship.

Soon a month had passed since Twilight & Rumble's arrival, Peter had come home from the Daily Bugle, "I'm back from work"

Twilight looked agitated, "I see you're back from THAT place"

"You're still mad about that Article?" Peter asked.

"They called me a freakish horse! If there's one thing I can't stand is a fraudulent newspaper, just ask my friends' little sisters the time they ran a gossip column"

Johnny chuckled, "Gossip column? Man those girls sound cool"

Twilight glared a bit but ignored it in the end, "But that newspaper made us all look bad, you as usual, they took a shot at Daredevil, and eve Black Cat...actually she kinda deserves it, though they didn't take a shot at Johnny"

"I'm a celebrity, they take a shot at me and I can sue them, if I try to do that on behalf of Peter it might blow his identity"

Twilight grumbled, "Figures"

At that point a magical build-up happened in the air, much to everyone's confusion.

"Um Twilight...are you doing that?" Johnny asked.

"No, I'm not"

After some build up and zaps, a mini portal opened and a letter plopped down.

Twilight curiously grabbed the letter.

 _Dear Twilight, I hope you're safe wherever you are, I hope this letter finds you, right now Sombra has Equestria under attack, Princess Celestia, Princess Luna & your brother Shining Armor along with his army are doing their best to fend him off, though his dark magic makes it difficult, not to mention he's managed to get a few followers helping his cause, but there's a place for many pony's to escape his rule, I'm in charge of keeping them safe, heh, amazing huh? He in an important role, I hope I don't let you or anypony else down, but know that the princesses & Shining Armor are ok, and so are your parents, if Rumble's there, if Rumble's there, tell him that Thunderlane & his Foalsitters are ok too, we really miss you, I hope you come home soon, Love Spike_

Twilight felt a tear, "My home's in danger"

Peter comforted her, "Don't worry, we're gonna get you back"

Twilight nodded, "At least my brother's ok"

"Mine too", Rumble said.

Some pictures arrived with a note too.

 _I thought you'd like these, to remember your friends._

One picture had Twilight & her friends Fluttershy, Rainbow Dash, Pinkie Pie, Rarity & Applejack.

Another had Shining Armor & Princess Cadance, one with Twilight's Parents, one of The Cutie Mark Crusaders, one of Thunderlane, Flitter & Cloudchaser and one of Spike himself.

"It's my friends, and my family", Twilight said.

Everyone looked at the pictures, Twilight and Rumble introduced the ponies in the pictures.

"Those crusader girls look cute, and that Rainbow Dash looks freaken awesome", Johnny said.

"Your friend Spike looks cool", Peter said.

"He breath fire?" Johnny asked.

"Yeah, pretty good for a dragon his age", Twilight said.

"Sweet"

"Wonder how these pictures found me?"

Reed noticed something on the ground, "Maybe this helped?"

Twilight looked, "It's my Element of Harmony!"

She used her magic to lift it up for the others to behold.

"So that's an Element of Harmony, impressive looking"

"This was suppose to be on The Tree of Harmony though...I hope that taking it off won't affect it in a negative way"

"Sounds like finding you was a bit more important", Peter said.

Twilight nodded, "I'm glad to have these, gives me the extra motivation to get home"

"And we'll help", Reed said.

While they all looked at pictures and talked among each other, Rumble was secretly admiring the Cutie Mark Crusaders picture.

"Wait for me girls", he said.

"I saw that Rumble", Twilight said in a sing-song voice, causing Rumble to drop the picture, "Saw what? I did nothing!"

Everyone laughed at his reaction.

"Busted", Johnny said.

Rumble had an annoyed blush while they laughed.

Elsewhere Do Ock & Kraven had decided to go with a master plan of theirs, after finding their ally Mysterio, they approached the holding cells where Shocker, Electro & Rhino were.

"Time to unleash my Sinister plan", Doc Ock said with an evil laugh as they stormed to the prison to cause a break out.

* * *

 **Faction War Incoming, plus aftermath on Twilight Sparkle & Peter Parker.**


	8. Sinister Encounter

**Things are about to get Sinister**

* * *

It's been about 2 weeks since Twilight got her letter, Dr. Strange and Mr. Fantastic hard at work trying to find Twilight's realm.

Despite Twilight revealing her feelings for Peter and the awkwardness that followed, Peter still held Twilight in high regard and still considered her a friend he needs to protect.

Johnny knew there was some love tension between Peter & Twilight, his current goal was to get the two together, he believed they would be great for each other.

Due to the public knowing about Twilight, she didn't hide as much, she actually joined Spider-man on his patrols, figuring she can assist him in making the city a safer place, a majority of the public growing to like Twilight, while others remained wary of her.

One day they arrived at a rooftop, they rested a bit after checking through the city.

"Wow, you're a real hard worker, having to constantly protect the city from criminals and villains", Twilight said.

"Yeah, hard work, that's the responsibility of being a Superhero", Spider-man said.

"It seems likes some people don't like you though..."

"That's The Daily Bugle's influence, plus the people who believe that the stuff I do should be left to the police, S.H.I.E.L.D. or The Avengers"

"But the police can't handle someone like Shocker, and I doubt that S.H.I.E.L.D. is gonna waste resources taking on Street Level Villains"

"That's how some people are, but to each their own, I still protect people because someone has to, I will never sit back and let people get hurt, they may not want my help but they're gonna get it anyway, I owe it to my uncle, and I owe it to Gwen, those I let die"

Twilight patted his hands, "You shouldn't think like that, some things are just beyond your control, you didn't know that robber would shoot your uncle and you tried to save Gwen, besides I'm sure you're not the only one to lose someone"

"Have you ever lost someone you tried to save?"

Twilight bit her lip, "Not exactly, then again I'm not an active hero like you so-"

"And you have magic, you're a lot more useful"

"Peter, you do so much yet ironically the only person who seems to hate you more than those civilians, is you yourself, Johnny told me he worries about you sometimes because he thinks you'll end up like his father"

Spider-man chuckled, "I really envy Johnny sometimes, he's got all the power and no responsibility"

"But Johnny told me he thinks you're a better man because you have that power, he says you're luckier than you know, it's actually kinda sweet how he cares about you, he really is like my friend Rainbow, under the tough exterior is a soft side"

"Don't let Johnny hear you say that, he wants to be a badass"

"He an be a badass if he wants, but I do agree with him, you need to stop beating yourself up"

Spider-man sighed, "Man if I had a nickel for every time someone told me to stop beating myself up I'd probably be able to retire happily"

"I just feel really bad for you Peter, you helped me big time when I first came here, if it weren't for you, I don't know where I'd be, those S.H.I.E.L.D. guys could have found me and experimented on me for all I know, or that Doctor Octopus creep, you took me in and you took in Rumble, honestly I feel like I caused you a lot of trouble though"

"Like what?"

"That Kraven guy almost killing us, getting your home destroyed which made you move to The Baxter Building, not to mention your job doesn't seem to pay well so obviously providing for us wasn't easy"

"Now who's beating themselves up?"

Twilight glared, "Point is that if anyone should be down it's me, I came into your life, but despite your chances, you never got rid of me...and I can never repay that"

Spider-man noticed how sad she seemed to be getting and rubbed her mane, "Don't worry, I'm just happy you're safe, I've really grown to like you Twilight"

Twilight blushed, "Yeah, same here"

Twilight had then hugged Spider-man, nuzzling against his neck.

"Easy Twilight, someone might see us"

"What, Spider-man can't be seen hugging a pony?"

"Well it's gonna hurt your image more, people already consider you some girly horse"

"Just because I'm a pony doesn't mean I can't express my feelings, it's your fault for being such a sweetheart"

Spider-man got confused, "Um...was that an insult or a compliment?"

Twilight nuzzled against him, "Whatever you want it to be"

Spider-man felt awkward, "Are you experiencing a bunch of hormones or something? I know you're usually friendly but you're a little too friendly now"

Twilight backed away a bit, "Sorry, I can't help it, you do know I have a small crush on you right?"

Spider-man nodded, "You made that obvious when you kissed me"

"Maybe that was a little unexpected, and maybe I shouldn't have rushed in like that, but I'm kinda new to these types of feelings, besides you were so sweet that day, the way you held me and looked in my eyes, I felt like a princess from a storybook, and you were my noble knight"

Spider-man lacked words for that, "Wow...that's something"

"I know it's silly but it's how I feel, I just feel so much safer around you"

"I'm flattered you think that, I do my best to keep you safe, though we almost had that close call, thank goodness for Felicia & Daredevil"

"That's the only good thing I can say about Felicia Hardy, Daredevil however has my utmost respect"

As they were sitting, Johnny flew up to them, "Peter, Twilight, we got trouble at Times Square"

The two followed Johnny to Times Square and saw Doctor Octopus terrorizing a bus full of people.

"It's Octavious again!" Spider-man said.

The 3 heroes approached him.

"Hey Doc! Did one of those people have an appointment with you or something?" Spider-man asked.

Doc Ock glared at the 3, "So glad you could make it, I have a score to settle with you Spider-man, I spent weeks planning this"

Doc Ock took notice of Twilight & Johnny, "I see you've brought your friends, makes things a bit more interesting"

"Yeah, we'll take you down quicker", Johnny boasted.

"Not exactly", Doc Ock said, soon Kraven arrived next to Doc Ock, "My prey has fallen for the trap"

"You again!? You're really starting to get on my nerves!" Twilight said.

"Not the only old friend", Doc Ock said.

Soon Rhino had charged in and knocked a bus out the way and stared down the heroes.

"Rhino!? He's here too!?" Spider-man asked.

Then Electro flew in next to the group.

"And here comes Electro", Johnny said.

Then Shocker had arrived and fired off his gauntlets a bit for show.

"It's Shocker!" Twilight said.

"You have no idea how long I've waited for this pony", Shocker said.

Spider-man looked around, "So where's the 6th guy?"

Twilight turned to him confused, "Sixth guy? Does this have to do with The Sinister Six thing you told me about once?"

"Yeah, once in a while, Doctor Octopus assembles 5 other of my villains and they form a group called 'The Sinister Six', so far I count 5, or could you not get number six?" Spider-man asked.

Soon smoke had arrived, "How mistaken you are Spider-man"

"Oh no...it's Mysterio", Spider-man said.

Mysterio had appeared in a flash, "It's improper to spoil the arrival of the star"

Twilight looked confused, Mysterio was new to her and she simply gawked at his unusual attire, "Who and what is he supposed to be?"

"He's 'The Great and Powerful' Mysterio, a so called Master Magician", Spider-man said, putting extra emphasis on 'Great and Powerful'.

Twilight suddenly remembered The Great & Powerful Trixie, "Great, another Trixie"

The Sinister Six faced off against the 3 heroes.

"You are out numbered, surrender now and your deaths will be quick", Doc Ock said.

"Seriously Doc, when have I ever surrendered?" Spider-man asked.

"Then this will be fun", Doc Ock said.

Before a fight started, Daredevil arrived in the area, "I sensed trouble here"

"Hey Daredevil, glad you're here", Spider-man said.

"So you've come as well Daredevil, figured as much", Doc Ock said.

Then Black Cat arrived on the scene, "Hey gang, miss the fight?"

"No, you're just in time", Spider-man said.

"So has the little kitty", Kraven said.

"Wow, little? Not much 'little' about me", Black said said.

"Yeah you can say that again", Johnny said in a suave voice, much to Twilight & Spider-man's annoyance.

Soon some loud thuds came from behind them.

"Always flirting, aren't you Matchstick?"

Johnny turned around, "Ben? What brings you here?"

"Reed & Suzie want me to make sure you don't do anything crazy, looks like I'm just in time"

The heroes then stood by each other.

"Looks like the playing field has evened out, no matter, you will all fall by our hands", Doc Ock said.

The heroes quickly huddled together to form a battle plan, after talking a bit they separated and got into a fight stance.

Around that moment, some camera crew had arrived, as well as some paparazzi to observe the oncoming fight.

Johnny noticed the cameras, "Make sure you get my good side!" he shouted.

Spider-man facepalmed, "Dammit Johnny!"

"Attack!" Doc Ock said and sent his boys after the group.

Spider-man rushed in to attack Doc Ock, Twilight took on Kraven, Johnny clashed with Electro, Black Cat went to attack Mysterio, Daredevil battled Shocker & The Thing went after Rhino.

Johnny & Electro flew through the air and battled with each other, tossing fireballs & electric blasts, though Electro was more reckless, Johnny had to make sure no one below got electrocuted or burned.

"You people need to make room! It's dangerous!" Johnny shouted to the civilians.

Electro blasted Johnny down but he rebounded and blasted Electro with his fire to knock him back and did a fire punch to him.

Black Cat ran at Mysterio with her kicks but he was able to block them and utilize his own hand to hand combat, and he was able to knock her back, but she rolled and ran in with a jump kick.

Daredevil whacked Shocker with his rod but Shocker was able to block, though he had to be careful not to let Daredevil destroy his gauntlets, then he kicked Daredevil back and sent an air blast at him, Daredevil rolled out the way in time though.

Shocker went in for a punch but Daredevil was able to dodge and whack Shocker with his rod a few times.

Thing & Rhino engaged in a test of strength on the streets, Rhino initially had the upper hand but Thing managed to power back and tried bringing Rhino down, however Rhino kicked Thing back and then rammed him across the streets.

Kraven attempted to slash Twilight but she wither dodged or blocked with her magic and blasted Kraven back.

Twilight flew it to attack again but Kraven knocked her back with a kick and then he ran in to attack Twilight again but she retaliated with a buck kick of her own to his ribs and blasted him point blank with her magic beam.

Spider-man dodged several attacks from Doc Ock and ran in for a punch to knock Doc Ock around, then Doc Ock whacked Spider-man a few times with his extra arms.

Doc Ock then picked Spider-man up and tossed him to a building, causing some damage.

Spider-man then started scaling up the building, Doc Ock following, Spider-man then jumped off the building and shot a few web shots at Doc Ock, then grabbing him with a full web and pulling him off the wall and greeting him with a punch before tossing him down.

Johnny & Electro continued to battle through the skies, bursts of fire & electricity flaring through the skies, Johnny eventually punched Electro down and he landed next to Rhino as he was pounding away at The Thing.

Rhino noticed Electro and was briefly distracted, allowing The Thing to punch Rhino back and then hit an uppercut axe handle to his head.

Electro stood up and blasted The Thing on the back, though it barely phased him, Thing ran in and punched Electro to a building.

Rhino was getting up and found himself being blasted by Johnny, much to his irritation, Thing took advantage of his distraction and punched Rhino hard and tackled him to a wall and started pounding away at him but he got knocked back.

Johnny flew in and continued to blast Rhino, Rhino then grabbed a manhole cover and tossed it at Johnny but he was able to dodge in time and continued to blast Rhino.

The Thing then punched Rhino a few times and even lifted him up into a Military Press Position and tossed him to a subway entrance, giving him a hard landing.

The Thing then jumped into the air and landed down hard on Rhino.

Electro stumbled off the wall and gathered a lot of electricity and blasted the Thing back, knocking him to a street pole.

Johnny then flew in and started punching Electro pretty hard with the fire fists and then blasted Electro hard towards a fire hydrant, breaking it and damaging Electro with the water, then Johnny blasted him once more to take him down.

"You just got short circuited", Johnny boasted, then went to check on Ben.

"You ok big fella?" Johnny asked.

"Fine kid, caught me by surprise, that's all", Thing said.

Daredevil was still battling Shocker, he was getting the upper hand until Shocker surprised him with a dual arm blast, knocking him back to where Black Cat was.

She was busy fighting Mysterio, he had attempted to blast her with magic but she cartwheeled aside and kicked Mysterio and then flipped him over.

Daredevil stood up as Shocker ran in to punch Daredevil but he dodged and whacked Shocker in the gut with his rod, then Black Cat kicked his head and Daredevil whacked him again to knock him down.

Mysterio kicked Daredevil down and tried to attack Black Cat but she blocked and kicked him back.

Mysterio then created false images of himself to try and fool Black Cat, she proceeded to attack, not knowing which image was which, he would often take advantage and attack her with punches, or kicks, occasionally magic blasts.

Black Cat got a little frustrated and started swinging her whip around erratically, but Mysterio still managed to attack.

"Can't see through this little tricky kitty?" Mysterio asked as he was going for a huge blow.

Luckily Daredevil managed to attack Mysterio with his club.

"How'd those illusions not work on you?" Black Cat asked.

"Those illusions are to fool the eyes, since I am blind I can use other senses", Daredevil said.

"Wow, being blind has it's perks", Black Cat said.

"You're capable of this too, focus on your hearing, not your eyesight"

Mysterio got up and kicked Daredevil and tossed him, Black Cat managed to attack Mysterio with a jump kick.

Mysterio kicked her back and blasted her again but she rolled out the way and kicked Mysterio's head, damaging his bowl and then did a sweep kick and a few windmill kicks, then she lifted him up and did one final kick to bring him down.

Shocker approached and attempted to blast Black Cat but she rolled out the way and ran in with a jump kick to his head and then did a swinging back fist, then Daredevil ran in and whacked Shocker a few times before hitting him hard enough to take him down.

"That's another down", Daredevil said.

Meanwhile Kraven is battling Twilight, she's dodging all his slashes and blasted him again through the windows of a nearby café.

Twilight went to attack Kraven more but Doc Ock grabbed her with his spare tentacle.

"Hey! Drop her!" Spider-man said and ran at Doc Ock but he also got grabbed by a tentacle.

"A spider & a pony, quite the catch", Doc Ock said.

He then tossed them both to a Times Square Screen, causing some damage, both falling down with various scratches on them.

Doc Ock approached them and brought out a knife from his tentacle, "Looks like this little game's gonna end soon"

Twilight hit him with a surprise magic blast, at that moment Kraven had arrived and threw a net at them, but Twilight used a force field to prevent the net from landing, then Spider-man shot him with a web.

Doc Ock rushed at then but the two dodged and Spider-man did a few attacks and finished with his Spider Sting punch combo.

Kraven tried to stab Spider-man from behind but Twilight few in and punched Kraven, and then did an uppercut and blasted him back with her magic and used her magic to levitate him and toss him against a wall.

Twilight then charged a strong amount of magic and shot it at Kraven, taking him out, Twilight huffing and grinning at her work.

Doc Ock approached Twilight with the intent to kill, but Spider-man webbed him and tossed him into the air and jumped over and punched him down to the grown and as he fell he used his web to pull Doc Ock up and then punched him back down again, taking him down.

Spider-man let out a heavy breath, "Wow, close one"

Soon local authorities arrived to take the villains away, people cheered Spider-man and his allies, all of whom simply waved, except Daredevil who just stood there nodding and Johnny who was basking in the glory.

"Who's the best in the world!?" Johnny asked.

"Oh get over yourself", Daredevil said, much to Johnny's annoyance.

Soon everything was cleaned up, Daredevil went back to his business and the others went to The Baxter Building.

"Hey everyone, great fight you just had", Reed said.

"You saw?" Johnny asked.

"It was all over TV, Rumble really enjoyed it, he was really rooting for you all, he mostly rooted for Peter, Twilight & Felicia, especially Felicia"

"Aw, sweet boy, that's why he's my favorite", Felicia said.

"So, where's Daredevil?" Reed asked.

"He left, probably went back to Hell's Kitchen", Peter said.

"Good on him to help you, and Ben, me and Susan are really happy you were there, Sue became a little worried for Johnny"

"Ain't nothing Stretch", Ben said.

"Ok seriously? Why is Sue so worried? I can handle myself", Johnny said.

"That's a normal reaction from siblings Johnny, I worry about my brother all the time, and he's Captain of the Royal Army", Twilight said.

"Oh I see, it's more of a girl thing"

Twilight furrowed her brow, "No...it's a sibling thing, I'm sure Rumble's older brother is worried about him"

"That's because Rumble's small, if he were bigger I bet his brother wouldn't freak as much"

Twilight face hoofed, "There's something wrong with your brain"

"The question is, how do we fix is?" Ben asked before letting out a laugh, soon others joined in, despite Johnny's annoyance.

Later on, Felicia had gone home after spending a little time with Rumble, then in the guest room, Peter is checking for any injuries he may have suffered, soon he was joined by Twilight, "Wow, rough day"

Peter nodded, "Tell me about it"

"Can't believe you usually fight 6 guys, how do you pull it off?"

"At first they took me on one by one because they each want the glory of being the one that killed me, though they soon learned to work together, but they can be a little over confident sometimes and they make mistakes, not to mention there are instances of friendly fire among them, I'm not always alone, sometimes I have help, like from Felicia"

"I have a lot of mixed feelings about that girl, she seems to be a real help, but she also isn't the most innocent person, she also seems to be a natural flirt"

"Yeah, she's usually like that, especially when I'm Spider-man, not usually as Peter Parker, since Peter's a geek but Spider-man's cool"

Twilight sighed angrily, "That girl's so foolish, I like both sides of you, Peter is a kind sensitive boy, and Spider-man's a brave caring hero, you're both the perfect guy"

"I'm not perfect, I'm a mess"

Twilight sat next to him, "Everyone has flaws Peter, you, me, your friends, my friends, you need to focus on the positives, not the negatives, personally I think more positively of you than any negatives"

Peter nodded and hugged Twilight, "You're the best"

Twilight blushed and returned the hug, "So are you"

As they hugged, they heard some taunting singing.

"Twilight's got a coltfriend!"

"Coltfriend?" Peter said.

Twilight growled, "Rumble!"

Rumble freaked and ran away, with Twilight pursuing him.

"Get back here, I'm gonna teach you a little lesson on eavesdropping and taunting others!"

Peter chuckled as Twilight chased Rumble through the Baxter Building.

Meanwhile the Sinister Six are in a holding area, waiting to be transported for trial and prison.

"Damn Spider-man, and his pony too, her magic is quite something", Doc Ock said.

"Her magic may be more powerful than mine, I sensed her powers during my fight, I need an up and close look", Mysterio said.

"Yes, but how? How can we understand her magic?" Doc Ock asked.

"I can help with that", an ominous voice said.

The Six looked around.

"Who's there?" Doc Ock asked.

"I am King Sombra, I am the one who opened the portal to your world where Twilight Sparkle entered"

"So you caused all this!?" Doc Ock asked.

"I had attempted to kill her, she simply escaped, what's done is done, but I do wish for her demise as well, so I sent one of my followers, someone who knows Twilight, and envies her"

"Who is this follower?" Doc Ock asked.

Soon the wall was destroyed, someone from the outside had caused it's destruction, as they exited they found a Unicorn of Light Blue Skin and a Silver Mane, wearing a Cloak & Wizard hat.

"Who are you?" Doc Ock asked.

"My name is Trixie Lulamoon, but to many others, I am simply known as, The Great and Powerful Trixie!"

Mysterio was displeased and muttered, "Rip Off"

Doc Ock approached Trixie, "You're the pony that King Sombra person sent?"

Trixie nodded, "Yes, my master wishes Twilight Sparkle to be destroyed, I can help assist in that, I know of Twilight's magic, and I know it's powered by her love for her friends, if we can get in her head like that, we will have her vulnerable"

"HOw do we do that?" Electro asked.

"I believe Twilight came here with a young Pegasus colt, is that correct?" Trixie asked.

Shocker nodded, "I remember that kid, the first time I saw that Twilight Sparkle pony"

"That's our first ticket, now I will tell you all you need to know about Twilight Sparkle, if you can tell me a bit about that Spider-man person you're facing"

Some sirens went off.

"Perhaps we should talk later, let's get going", Doc Ock said, soon Trixie & The Sinister Six left, planning the destruction of Twilight and Spider-man.

* * *

 **Rematch with The Sinister Six coming, plus Twilight attempts to get romantically involved with Peter, plus Trixie will explain why she's joined with King Sombra.**


	9. Charging In

**Great, Powerful & Sinister**

* * *

One week had passed by since The Sinister Six assault, Peter, Johnny, Twilight & Rumble are watching some sports on the big screen tv.

"Kinda weird to watch this stuff with a chick around", Johnny said.

Twilight groaned, "Just like the Stallions in my world, thinking a mare can't enjoy a sport"

"Well sports like Football are more of a guy thing, I mean I don't know if you have football in your world"

"We do, it's called hoofball, and all my friends like it, we're just not weirdoes about it"

"Exactly, you don't watch it the right way"

Twilight face hoofed, Peter rolled his eyes.

"Johnny she can watch it however way she wants, stop bugging just because The Jets are losing...to the Colts nonetheless", Peter chuckled at the irony.

"I like these Indianapolis Colts, good players", Twilight said.

"Think I can play football, or hoofball Twilight?" Rumble asked.

"You can play anything you want", Twilight said, ruffling his mane.

Peter chuckled, "She's the best, good babysitter, smart mind and a sweet girl"

Twilight blushed and nuzzled Peter, "At least not all guys are shallow minded"

Johnny made kissy noises, causing Peter to throw a couch pillow at his face, "Knock it off"

Johnny removed the pillow and still flashed a smug grin and they continued to watch, then the door rang.

"Who could that be?" Jonhny asked.

"I got it", Sue said and opened the door, she let out a gasp, "It's yo-"

She suddenly got blasted into the room, Johnny, Peter, Twilight & Rumble turned around and saw Mysterio at the door, with Shocker at his side.

Reed went to check on things, "What's going on he-", Reed got blasted by Shocker.

Johnny turned to Peter, "Quick, grab your suit!"

Peter nodded and snuck over to his suit, Johnny provided some cover fire at the two villains.

Soon Doctor Octopus burst through the window with Electro following.

"Who the hell let you people in!?" Johnny asked.

"Consider this an invasion", Doc Ock said.

"Yeah no shit", Johnny said and blasted fire at Doc Ock but Electro blasted Johnny.

Twilight approached Doc Ock and blasted him out the window, though he caught himself on the building side.

Kraven also arrived in the building and glared at Twilight, "My prey"

Twilight growled, "You again!? I've seen just about enough of you!" she zapped him with her magic.

The Thing entered, "What's going on!? Where'd these freaks come-"he was suddenly rammed by Rhino.

Johnny looked concerned, "Doc brought the entire Sinister Six with him!"

Soon Peter arrived in his Spider-man suit, "Doc! Why are you here!?"

"To kill you obviously, and we'll accomplish that one way or another", Doc Ock said.

Peter ran in and punched Doc Ock out the window, second time he fell out, Spider-man then jumped down to punched Doc on the way down.

Johnny tackled Electro out the window and they fought in mid-air.

Twilight & the rest of the four fought the other villains across the penthouse, the halls and the roof of the Baxter Building, Twilight faced Kraven, Thing faced Rhino, Reed faced Shocker & Sue faced Mysterio.

Rumble went somewhere safe, he liked seeing superhero stuff but he knew not to be in harm's way.

Little did Rumble know, another had entered the Pent House and was looking for him.

Spider-man and Doc Ock reached the bottom of the building and fought through the streets if New York.

People moved out the way as Spider-man battled against Doc Ock, punching him a few times and shooting various web shots.

Doc Ock grabbed Spider-man with his tentacle claw and slammed him against a few nearby buildings and then tossed him into the air, but Spider-man recovered mid-air and webbed Doc Ock and pulled him in for a double foot kick that knocked Doc Ock down.

In the air, Johnny is blasting Electro a bit, then Electro zapped Johnny and stuck him down, but Johnny rebounded against a building and flew in for a fiery shoulder ram.

Electro then kicked Johnny in the face and blasted him a few times, Johnny landing on a roof to catch his breath.

Electro flew down to attack Johnny again but Johnny flew up and did a fire punch to his face and then blasts him down to the street.

Through the halls, Kraven is slashing at Twilight but she's dodging and she blasts him a few times, knocking him back.

Kraven stood up and continued to attack with his swords, but Twilight used a magic barrier to block the attacks and then sent the barrier at Kraven to knock him back.

"You delay the inevitable, you will fall by my blade!" Kraven said.

"I've taken down bigger than you, you're just a lowly street level villain!" Twilight said.

"You dare insult me?!" Kraven tossed a net at her but she blasted it to ashes, though the distraction allowed Kraven to run in and kick Twilight down and tried to stab down but she quickly rolled out the way, as he went to stab again she got up and buck kicked his gut and then punched Kraven back.

On the roof, Mysterio is trying to attack Susan but her powers of invisibility plus her force fields make it difficult.

"You choose to play mind games with me, I shall return the favor", Mysterio said and duplicated himself.

Susan ran in to attack but she didn't know which was which, he took advantage and attacked her, she turned invisible to avoid it and attacked more in her invisible state.

Nearby Shocker is attempting to blast Reed but he constantly stretches out the way and hit Shocker with a stretch punch.

Reed stretched in to attack Shocker but he received a punch blast to knock him back, almost off the roof.

Shocker blasted at Reed again but he turned into a ball and rolled out the way and then tossed another stretch punch to Shocker.

Through the Pent House, Thing and Rhino are battling, smashing into everything and eventually falling out the window, both punching each other on the way down to the street before landing, creating a huge crater.

Thing got up and was joined by Spider-man & Johnny while Electro & Doc Ock stood near Rhino.

"You guys are so damn persistent", Johnny said.

"We will strike you down if it's the last thing we do!" Doc Ock said.

"It very well may be", Spider-man said.

The group collided again with fighting, Spider-man punched Dock Ock a few times, only to get knocked back, Johnny blasted Electro a few times, Electro retaliated with a kick, Thing and Rhino engaged in a test of strength, attempting to shove each other back and forth.

On the roof, Twilight joined with Reed & Sue, opposing Kraven, Shocker & Mysterio.

"You're really obsessed with your hunts!" Twilight said.

"I always catch my prey", Kraven said.

"Oh yeah, then why is Spider-man still alive?" Twilight asked with a little sass in her voice.

"She got you there", Shocker said, earning a glare from Kraven.

"Do not anger me"

Shocker shrugged and got back into fighting position.

Twilight, Reed & Susan ran in to attack Kraven, Shocker & Mysterio respectively, with Twilight blasting Kraven, Reed doing a big fist punch & Susan doing a force field projective attack, knocking the villains back a little.

While they fought on the roof, Peter was still brawling with Doc Ock on the streets and then punched Doc Ock to the side of The Baxter Building.

Doc Ock then started climbing up with Spider-man following him, crawling up the building side.

Johnny & Electro flew to the top, still battling while Rhino & Thing jumped on several nearby buildings, punching each other on every occasion.

Soon Doc Ock reached the top and joined his fellow villains with Spider-man catching up nearby and joining his fellow heroes.

Johnny & Electro reached the top of the building where Johnny punched Electro to his allies while Johnny landed near his friends.

Rhino got punched hard through the building diagonally and appeared on the roof through a hole while Thing managed to arrive through a hole too.

"That was kinda weird", Johnny said.

Rhino joined his team, and The Thing joined his.

"Stand down Octavious, you won't be winning, you're going to lose like you always do", Reed said.

"Never, there is always a way, and we may have found it", Doc Ock said.

"What are you babbling about this time Doc?" Spider-man asked.

A smoke screen appeared near the heroes and villains, when it dissipated, Twilight was in for a huge shock.

"Trixie?!"

Trixie emerged from the smoke, "Hello Twilight Sparkle, it's been a while"

The others looked surprised at the appearance of Trixie.

"Um...I take it you're a friend of Twilight?" Spider-man asked.

"You can say that, we're GOOD friends, aren't we Twilight?" Trixie asked.

"Trixie, what's going on, how did you get here?" Twilight asked.

"You can thank Equestria's new leader for that, the mighty King Sombra, he personally sent The Great and Powerful Trixie to deal with you"

Twilight looked surprised, "King Sombra!? You're serving King Sombra? How could you do such a thing Trixie!? This isn't like you!"

"Survival reasons, why fight a useless battle against a mighty king when you can simply just join him, he's actually a pretty fair ruler to those to willingly serve him, Trixie doesn't know why everypony hates him so much"

"He enslaves ponies!"

"Hey, we need a few slaves, helps the world go round", Trixie said.

"Trixie, this doesn't make sense, you've had your issues but you were never evil, why would you sell your soul like this?"

"Trixie didn't sell her soul, Trixie smartened up and went with the winning team, it's called survival"

"Call it what you want Trixie, but I call it betrayal to your fellow ponies"

Trixie scoffed, "Not really Trixie's concern, Trixie's concern right now is dealing with you and your meddlesome friends"

Spider-man stepped forward, "You won't be hurting Twilight as long as I'm standing Ms. Talks in the 3rd Person"

Trixie was bemused, "You make lousy jokes"

The Six continued to face off against the heroes but Trixie made a command to them, "Stand aside a moment boys, let them try to come at Trixie"

The Six nodded and made an entrance.

Johnny grinned, "Let me get first shot at her, I'd love to knock her down a peg", he then went in to attack but suddenly Trixie used her magic to bring Rumble to her and she held him tight.

"Trixie suggests you stop if you don't want this boy to die"

Johnny stopped in his tracks as Trixie held Rumble in a threatening position, her arms wrapped around his neck.

"Please help me!" Rumble shouted.

Twilight was about to do something but Trixie squeezed his neck, "One wrong move and his neck goes snap!"

That brought back some painful memories for Spider-man, he simply glared at Trixie, "Don't you dare"

Trixie grinned, "I won't hero, if you know your place"

"I swear, if you even try I will-" Spider-man was suddenly tossed by Doc Ock off the building.

"Spider-man!" Twilight flew after him but Kraven jumped on her and made her fall down.

Spider-man managed to land on the roof of a smaller building as Twilight tried flying around with Kraven holding on to her, then they both fell on the building Spider-man was on.

As Kraven got up, Spider-man landed a strong punch to him to take him down.

"We gotta go back and save Rumble!" Twilight said.

Doc Ock jumped off the Baxter Building in an attempt to land an attack on Spider-man & Twilight, only for him to be magic blasted by Twilight in mid-air to the side of the Baxter Building.

The heroes & villains on the roof continued to fight while Trixie let go of Rumble and aimed a spell at him, "Do as I say, my horn is armed with a kill shot, you try anything and you won't live much longer"

Rumble gulped and nodded, not wanting to feel Trixie's wrath.

Electro and Johnny continued to fight, Johnny eventually just blasting Electro down to where Twilight & Spider-man were.

When Electro stood up, Spider-man punched him into the air and pulled him down with his webbing allowing Twilight a clear shot for a magic blast, knocking Electro into the side of the Baxter Building as well.

On the roof Rhino ran at Thing but he lifted Rhino up into a Military Press position and tossed him.

Shocker constantly blasted at Reed but he stretched around to avoid the blasts, Susan was still battling Mysterio.

Trixie watched below, and watched the fight nearby, she didn't look happy, "Theses villains aren't doing what she need to be doing..."

While she looked distracted, Rumble looked down as well, there seemed to be less villains down below, plus he felt a lot safer with Twilight and Spider-man, so he started to tip toe away from Trixie.

Trixie however noticed, "Hey where do you think you're-" before she can finish and grab him with her magic, he buck kicked her in the face and flew in the direction that Twilight was in.

Trixie growled and ran to the edge to fire magic blasts at Rumble but he managed to avoid them and land on the ground near Twilight.

"Rumble, you're safe!" Twilight hugged him, "How did you get away from Trixie?"

"I kicked her in the face and flew away, now she's stuck on the building, I outsmarted her"

Trixie had teleported nearby, "IS THAT SO!?" she angrily shouted, scaring Rumble as he hid behind the other heroes, Twilight aimed her horn at Trixie, "You keep your distance from Rumble"

Trixie also aimed her horn, "I am gonna vanquish you one way or another Twilight Sparkle!"

"I don't think so", Twilight said, the two then engaged in a beam struggle, Twilight's Alicorn magic should be stronger, but Trixie's magic feels enhanced, likely from King Sombra's doing.

During the beam struggle, Kraven had gotten up, Torch went to attack him but Kraven sidestepped and slashed Johnny's side and kicked him.

Twilight looked distracted for a moment due to Johnny getting hurt, which cost her as she lost concentration, allowing Trixie to blast her.

Spider-man then webbed Trixie to a chimney and then webbed Kraven in the face, then went to check on Twilight, "You feeling ok?"

Twilight shook it off, "I'm fine, we need to check on Johnny!"

As they headed over to Johnny, Kraven had removed the webbing and then kicked Twilight, when Spider-man went to attack he ducked and kneed Spider-man in the gut, and then slammed the sword handle on his back and readied to stab down.

Rumble flew over and tried to yank the sword out of his hand.

"Foolish colt!" Kraven then stabbed Rumble's leg, causing a big yelp of pain.

Twilight noticed and freaked, "RUMBLE!"

Kraven dropped Rumble and readied his sword to finish off Rumble when Twilight grabbed him with her magic and levitated him.

"You...YOU...How DARE you!"

Kraven struggled a bit, "You will release me!"

Twilight charged up her horn, "You nearly killed me, you nearly killed Spider-man, you injured The Human Torch and you're attempting to slay a little colt! You're nothing but a monster, I'm gonna deal with you once and for all!"

Kraven continued to struggle, then noticed Twilight's horn fully charged.

"You think you can defeat me!? I'll be back! I will hunt you! I will be your end! I am Kraven the Hunter! The Ultimate Hunter!"

Twilight the fired her shot, blasting through Kraven and he was blasted back several city blocks.

Twilight huffed a bit, then passed out.

Spider-man got up and looked around, Johnny was hurt, Rumble was hurt, Twilight was passed out, Kraven was gone and Trixie seems to have escaped.

"This is a fine mess"

Spider-man helped up Twilight Sparkle, "Twilight, can you stand, are you hurt?"

Twilight shook her head a bit, "Sorry, must have used up quite some magic", she looked around, "Johnny! Rumble! We need to get them help!"

Spider-man looked to the side and saw Rhino falling down to the streets below, "Looks like Rhino's dealt with"

Meanwhile on the roof, Mysterio was down and Shocker was outnumbered, he aimed his gauntlets defensively, though he would have no chance against 3/4 of the Fantastic Four alone.

Soon Trixie had teleported near him, "This plan isn't going to well, we need to retreat"

Shocker groaned, "Damn...so much for that plan, I thought it was gonna work"

"Same here. we just need a different approach"

Thing approached them, "I'm gonna squash you all like bugs!" he ran at them but Trixie managed to teleport everyone away, Thing was then left confused, "Aw man!"

A bit later, Spider-man & Twilight had gotten Johnny & Rumble into the Baxter Building to check on them, Johnny would be fine, it wasn't that bad a cut, Rumble's stab wound was pretty deep though, luckily non fatal as far as Reed can tell.

Twilight sat down and sighed loudly, "Never a dull moment for you"

Peter sat next to her, "None at all"

Peter noticed Twilight was still sad, so he grabbed her and held her close to him, Twilight hugged him and rested her head under his chin.

"We gotta get you home, I'm scared something bad will happen to you"

Twilight looked up and smiled at Peter, "Truth be told, I'm not so worried about being here, I miss my home, but I'm glad I can be with you, you've been so kind and sweet to me, I'm glad I can add you to my list of friends...though I would like to be more than just friends"

Peter nodded, "I get it, I know what you want, you don't wanna be friends...you wanna be BEST friends", he flashed a goofy smile, much to her somewhat confused face.

Once he started laughing she realized he was only joking and laughed along.

"Sorry, I couldn't resist, I seriously know what you mean"

Twilight looked a bit concerned and looked down, "I understand the idea of you dating me seems taboo since I'm a pony and you're a human...but I guess the heart wants what it wants..."

Peter looked sympathetically at Twilight, but he knew what to do, "Hey Twilight, look at me a moment"

When Twilight looked at him, he planted a kiss on her, taking her by surprise, though she graciously returned it.

Peter broke away, "It isn't too taboo for me"

Twilight smiled and blushed, then resumed her kiss, which Peter returned.

Reed, Susan & Ben walked by and noticed, they each smiled for Peter & Twilight and kept walking.

"That's so nice, I'm glad they hooked up, they make a nice couple", Susan said.

"Seems a little odd, considering they're different species", Reed said.

"That shouldn't matter stretch, she might be a pony but where she's from it's the dominant race, besides what about those who marry aliens? Same difference", Ben said.

"I guess so, I just hope their hormones don't get too out of control", Reed said, causing a chuckle from Ben & Susan.

Meanwhile Johnny had left his room, he wanted to grab some snacks, soda & a magazine when he noticed Peter & Twilight's make-out moment.

"I knew it!" Johnny shouted.

Peter & Twilight were startled and noticed Johnny standing there.

Johnny simply waved, "Hello love birds"

Peter & Twilight simply glared at Johnny, which freaked him out and he started moving.

Meanwhile at Doc Ock's HQ, Trixie was talking with The Sinister Six, or at least 5 of them.

"What do we do now? We've already lost Kraven, we're down a member, who do we recruit?" Electro asked.

"We don't need one just yet, I think we can suffice with just letting Trixie in the group", Shocker said.

"We still need extra members, between Spider-man, Twilight Sparkle, The Fantastic Four, plus the possibilities of the Black cat & Daredevil showing up, we need to be prepared", Doc Ock said.

They all heard a sinister cackle, alarming all the villains.

"Who's there!?" Doc Ock asked.

A mysterious figure arrived from the shadows, "Hello gents"

The villains gasped, sans Trixie, she didn't know who that was.

"Green Goblin!? What are you doing here!?" Doc Ock asked.

"To help you do what you've been unable to do, I wish to help you destroy that damn Spider-man"

Trixie went to Shocker, "Who is he?"

"Dangerous villain, he's one of the few to get in Spider-man's head, if anyone can help us, Goblin should be able to"

Goblin smiled, "I thank you for that explanation Shocker", he approached Trixie, "I don't believe we've met, I am known to this world as The Green Goblin, who are you?"

"I am the Great & Powerful Trixie"

"Great & Powerful? Any chance you're somehow related to Mysterio?" Goblin joked.

Mysterio didn't look pleased.

"So...who makes most of the battle plans? Is it Octavious?" Goblin asked.

"Yeah, though Trixie made the last plan, to get to them by going after a loved one", Shocker said.

Goblin grinned, "I like how you think Trixie, we can use plans like that, but to be sure we can win, it's important to have many back up plans, boys...and mare, we're in for a long relationship"

The villains agreed on this and started planning ways to destroy Spider-man, Twilight & the others.

* * *

 **Peter Parker/Twilight Sparkle relationship is taking off, plus The Goblin's running things now.**


	10. A Moment of Relaxation

**The Peter & Twilight relationship develops**

* * *

Twilight has been in New York City for about 3 months now, since then she's nearly been killed many times, either by a man with Gauntlets, a Human Octopus or a sadistic hunter.

She's also found herself worried to death for a young colt on several occasions and butting heads with a woman in a black latex suit, said woman is a bit protective of the young colt, so whenever he gets hurt, like weeks back when he was stabbed in the leg, that woman raised hell.

But she's made many great friends, her favorite one being Spider-man, or rather his alter ego, Peter Parker.

Twilight & Peter have really gotten closer over the last few months, to the point where they have officially formed a romantic relationship, since their formation Twilight has been a lot happier since being stranded in this world.

Twilight & Peter cared for each other very much, not caring how taboo their relationship might be since one's a human and one's a pony, they dearly cared for one another.

They couldn't go on dates like a normal couple though since it could jeopardize Peter's secret identity due to Twilight already associating herself with Spider-man, people would likely bug Peter.

They make it work though, Twilight figuring her patrols with Spider-man could be like a date.

During one of their patrols, they encountered a bank robbery nearby, they went to a roof close to the bank and saw Spider-man's enemy Scorpion emerge.

"Who's that guy supposed to be?" Twilight asked.

"That's Scorpion, years ago J. Jonah Jameson hired him to capture me, but something went horribly wrong and now he's become a criminal", Spider-man answered.

Twilight looked shocked, "Wait, your boss hired some guy to capture you!?"

Spider-man nodded, "Yeah, he really had it in for me, well this side of me, to the Peter side...it's less worse"

Twilight rolled her eyes, "I hate how he treats both sides to you, if I ever meet your boss I'm gonna knock some sense into him"

Spider-man chuckled, "Yeah I know you would, you're sweet in that regard, now let's go take down Scorpion"

The two approached Scorpion as he left with bags of money.

"Hold it right there Scorpion!" Spider-man said.

"You're not going anywhere!" Twilight shouted.

Scorpion growled, "Aw great, it's the spider and the horse"

"That's pony to you!" Twilight shouted.

"Like I care!" Scorpion dropped the bags and shot some poisonous acid at Twilight, who put up a shield to protect herself and Spider-man.

Spider-man then rushed in to punch Scorpion back, then webbed him and pulled him in for a double front drop kick.

Twilight flew to him and blasted him with magic a few times before Spider-man webbed him and then spun him around and then both Peter & Twilight went in for a double punch, taking him down.

Spider-man webbed Scorpion to the floor, leaving him for the NYPD.

The crowd cheered for Spider-man & Twilight as the two waved and left for the police to come.

The two continued to patrol the city, looking for more bad guys.

"City seems fine so far, nothing really beyond that Scorpion incident", Spider-man said.

"We make a great team, I love doing patrols with you", Twilight said.

"Cause you're helping people and being a hero?"

Twilight shook her head, "No...because I just love spending time with you, it's hard for us to go on a date because I know you don't want to date in your Spider-man suit, and people would be suspicious of Peter Parker was with me"

Spider-man nodded, "Yeah, I wish I could take you somewhere nice, maybe one day"

Twilight nodded, "As long as I'm with you"

Twilight flew up and used her magic to lift his mask, then gave him a loving kiss.

Spider-man put his mask back down, "Somehow that doesn't seem weird to me, you kiss like any other girl, except a bit better"

Twilight grinned, "Glad you liked it"

Later on the two went back to The Baxter Building, Twilight went to her room while Spider-man sat down and removed his mask.

Johnny hopped next to him on the couch, "Sup Parker? How are things going with you and Twilight?"

"Great, she's so nice, though I feel like I should be doing more with her"

"More? Like what?"

Peter wiped his head a bit, "She wants to go on an actual date, but we both know that's hard to do, so she considers our patrols a date, but I want to be romantic with her, I want to take her to a nice dinner", he then had an idea, "Think you can pull strings? Like close out a restaurant to the public?"

Johnny pondered, "I think I can do you one better Peter"

Peter looked curious, "How so?"

"Why don't you grab Rumble, take him over to Felicia and see if she'll watch over him for a bit"

Peter looked confused, "What for?"

"Just do it, I have an idea for this, and it's gonna be a surprise"

Peter looked a tad suspicious but decided to just do as Johnny asked and grabbed Twilight to take Rumble over to Felicia's house.

"I'd love to have Rumble with me, he's really nice to have around", Felicia said.

"Why do you like him so much anyway?" Twilight asked.

"He's cute, plus it's nice to have some company, he's a great listener, and he's very easy to deal with, he's like a mini version of Peter"

Peter looked at Rumble, "A mini version of me?"

Rumble grinned, "Wow, I'm just like the greatest hero in New York!"

Peter rubbed his head, "I wouldn't say the greatest..."

"Peter...don't drag yourself down", Twilight said.

"Yeah Peter, you're a pretty good hero, that's why you're the only one I take it easy on when we fight, not to mention you're very good looking", she pinched his cheek on the last part.

Twilight growled, "Get your hands off my man!"

Felicia backed away in a huff, "Fine, have it your way, come on Rumble", she grabbed Rumble and went inside, Peter left with Twilight, chuckling a bit.

"What's so funny?" Twilight asked.

"You, your jealousy is cute"

Twilight looked away, "I'm not jealous..."

"Yes you are"

Twilight glared, "No, I'm not"

Peter chuckled, "Yeah you kinda are"

"I'm not!"

"You are!"

This continued until Twilight hit Peter in the side, "I said I'm not!'

Peter rubbed his side, "Fine, you're not...though you're very cute when mad"

Twilight glared at him a moment, "This means you're gonna keep messing with me right?"

Peter did a sly smile, "May...be"

Twilight glared a little, then smiled, "You're lucky you're very cute"

Peter grinned and went back to the Baxter Building with Twilight.

Meanwhile in the villains HQ, Trixie is making some plans for Osborn to take down Twilight, Spider-man and their allies, she is using a laptop to help make her plans, she was fascinated by it and saw that it was easier to take notes with.

Shocker arrivd with two bottles of Sprite and gave on to Trixie, "Here, got you a bottle"

Trixie nodded, "Thank you Shocker", she used her magic to remove the cap and drank the soda.

"Mind opening my bottle?" Shocker asked, Trixie obliged, Shocker removed his mask and drank up.

Trixie was still hard at work on what she needed to do, Shocker looked a bit curious, "So how's your plans going?"

"Good so far, though Trixie is still having trouble with certain things, getting that colt will be harder and based on Twilight Sparkle's rage towards Kraven the Hunter, it's proving to be a little more dangerous than Trixie though, Twilight Sparkle is a for to be reckoned with"

Shocker nodded, "Tell me about it, that girl really made me look bad the first time she came here, I was so close to taking out Spider-man, then she arrives out of nowhere and takes me out, the only satisfaction I had was causing her a headache when I first separated her from that colt, thought hat added to her rage, what's her relation with that colt anyway?"

"Trixie isn't sure, Twilight Sparkle is usually with a little annoying Dragon, Trixie has never seen that colt before, not that Trixie can remember, Trixie guesses he simply got caught in the crossfire with the Elements of Harmony and King Sombra"

Shocker sat back and tapped his fingers on the table, "Amazing, at one point I thought ponies were meant to be the a girly thing, so far you're no different than humans, you have unique emotions and are not all one dimensional, talking about rainbows and happiness all the time"

"Talk like that is a bit prevalent in my world, not to the extent you might imagine, the biggest talk in our world is just living in harmony with love and friendship, as for rainbows, they are believed to have a form of power, though rainbows remind me of that insufferable Rainbow Dash, luckily my fellow Sombra follower Lightning Dust has volunteered to deal with her, wherever she is"

"Rainbow Dash? Strange sounding name, who is she?"

"A friend of Twilight Sparkle, brash and arrogant she is, and she had the nerve to call me, the Great and Powerful Trixie, boastful, all I do is entertain, Trixie is a showmare, the job of a showmare is to sell a show, alas it appears some can't appreciate fine arts"

Mysterio appeared at the doorway, "I know that feeling"

Shocker & Trixie turned to him, he continued, "To work hard for something, to follow a long passion, only to have it ripped away from you"

"Are you also a Magician that didn't go anywhere due to critics?" Trixie asked.

"No, I was to be an actor, but it was unfairly taken from me...it seems we both have something in common Trixie Lulamoon"

"Besides the fact that you both like calling yourselves 'Great and Powerful'?" Shocker asked.

Mysterio groaned a bit, "Very humorous Shocker"

"Trixie understands the similarities you mean Mysterio, perhaps once Trixie is done here, you can come back to Equestria, be part of the Great & Powerful Trixie's show"

Mysterio pondered, "Could work...will I get to do a little acting?"

Trixie nodded, "Come up with whatever you please, now Trixie must attend to her work", she went back to the laptop and imputed more ideas, Shocker & Mysterio sat near her to offer whatever insight they had to offer.

Twilight & Peter had arrived back in the Baxter Building, just as The Fantastic Four were leaving.

"Hey, where are you all going?" Peter asked.

"Me and Reed are heading to a meet about Reed's latest projects, Johnny & Ben are gonna go spend some time with Alicia Masters", Susan explained.

Johnny approached them, "And you two have a nice date ahead of you"

Twilight and Peter looked a bit confused and curious at what Johnny said.

"Well don't just stand there, head inside, it's date time for you two", Johnny said and nudged them both inside, and showed them a nice Dinner Table in the kitchen, with candles and a Spaghetti & Meatball Dinner for both.

"I get it, they set up a nice dinner date for us...that's so nice of them to do", Twilight said.

"Not what I expected, but special nonetheless, now we can have a special time together"

The two sat down at their plates, Twilight looked a little unsure, "Wait...they gave me meat...I don't eat meat though"

"I can take it if you'd like", Peter suggested.

"Sure, here you go", she used her magic to levitate the meatballs to Peter, Peter used his fork to give her a little of his spaghetti to make up for it.

"Oh, thank you", Twilight said.

"You are my date", Peter said.

Twilight giggled, "Such a gentleman...what's meat like anyway?"

"It's ok, tastes good, I know you're a herbivore so you're not into it, but since I'm an omnivore I require meat for a healthy diet"

Twilight nodded, "That's nature"

Both tried their food, they seemed to enjoy it.

"Wow, I don't know who cooked this, but it's delicious", Twilight said.

"Maybe Sue did, either way we owe someone a thank you", Peter said.

Twilight nodded and continued eating, "Peter, I was just wondering...what part of being a superhero is the most challenging?"

Peter thought for a moment, "Hard to say, I guess just the responsibility to it, knowing that all your actions can have consequences, to have so many lives in the palm of your hand, to know that if you make one mistake, you could be severely judged"

"Wow, that hard I see"

Peter nodded, "How about you? Being a princess and all?"

"Something similar, to have to be in a position where my choices can have such huge consequences if not done right, plus I don't like how some ponies put me on such a high pedestal, I don't like to think of myself as better than anypony else"

"Same here, I never like to be considered the Greatest Hero, especially when there are guys who are way better than me, yet some people believe I'm such a great guy"

"I think it has to do with your personality"

Peter looked curious, "Pardon?"

"I know how much you talk about other heroes like Iron Man, Captain America & Thor, you say they're so great because they are more well known and have fought greater evil...but if any of them found me, would they take me in like you did? Care for me and Rumble like you did? Just be so sweet and friendly like you were? It's because of your kind nature that I haven't felt too homesick, because you always made sure I felt at home"

Peter blushed from the compliments, "I'm sure they would have watched over you"

"Yes, but would they have gotten as close to me as you have? Like I said, you treated me so friendly, you went beyond protection, you made a friend of me, I can sense the goodness in you and your need for a good friend, in my case you have more than a friend, you have someone to love you, and honestly Peter, I think I do love you, you're someone I'd love to spend all my time with, I miss my home, but I still feel right with you"

Peter smiled, he enjoyed hearing how much Twilight cared for him, "Twilight, you are the most special girl, I'm so lucky I found you, you're probably one of the best things that's happened to me lately, we've known each other for like 3 months and I feel like I've known you forever", Peter looked a bit sad, "But truth be told, now I won't be able to imagine my life without you...I almost don't want you to go back home, I know it's selfish but it's how I feel"

Twilight blushed and had the sparkly eyes, "Peter...I wish I could just take you with me...you can have a great life in Equestria..."

Peter sighed, "No point in stressing about that now, right now I just wanna spend time with you"

Twilight nodded and they continued to talk and eat, comparing their lives and deciding what they want to do in the future.

After dinner they each went to their shared room, Peter sat back on his bed with a large sigh, "That was a great time"

Twilight approached him and nuzzled him, "I love it too, you're very romantic"

"Yeah, wish this didn't have to end, not sure what else we could do though"

Twilight blushed madly, "There is one thing we could still do"

Peter turned to her and noticed her blush, then he blushed as well, "Are you thinking what I think you're thinking?"

Twilight nodded, "Maybe...if you know that I think I wanna get a little...closer to you"

Peter looked like he was about to freak, "Twilight, I like you and all, but isn't that rushing things a bit?"

"Maybe...though I guess it's because I don't know how much longer I'm in this world...plus I'm a little curious"

Peter racked his brain a little, the fact that a pony wants to make love to him seems very awkward, especially since they're different species, he wondered if that was even legal.

On the pro side, he considers Twilight to be a great girl, and he already considers her his girlfriend, or rather marefriend, so maybe it's not too bad to make love to her.

Twilight also seemed nervous, she wondered if what she said was even a good idea, she can tell he feels awkward about this, she wanted to call it off before Peter spoke.

"Ok...if you feel you're ready...then I guess we could do it", his face was blushing madly

Twilight's eyes lit up, "Really, you're ok with that?"

Peter nodded, "Yeah...seems a bit awkward...but I suppose trying it won't hurt"

Twilight smiled to him, "I'll try my best with this"

She crawled on top of him and kissed him some more, "Be gentle please"

Peter nodded, "I'll take care of you"

They turned off the light, and all that radiated from the room was the sweet love they made.

Later on Johnny had gotten home with the others.

"Pete!? Twi!? Any of you here!?"

They all got in and prepared to call it a night.

"They're probably asleep or something Johnny", Susan said.

Johnny nodded, "I guess so"

Johnny decided to head to his room, Rumble followed him since they shared the room.

As they walked past Peter & Twilight's room, Johnny heard some sounds, he pressed his ear against the door and heard some moans.

"Ooooh, oh Peter", he heard Twilight said.

She was definitely moaning, and he heard some bed creaking, and the sound of Peter's panting, Johnny had a huge blush on his face.

"Oh...my...God..."

Rumble walked by him, "Johnny what's wrong?" he then pressed his own ear against the door, he heard the moans and pants, how happy Twilight and Peter sounded, "What's going on in there?"

Johnny freaked a little, "Hey Rumble, wanna go back to Felicia's?"

Rumble looked confused, "Um, of course, but why though?"

"No reason, let's just go visit Felicia, maybe you can spend the night!"

Before Rumble can speak he grabbed Rumble and ran off, leaving Susan, Ben & Reed confused.

"What was that about?" Reed asked.

"He's so weird sometimes", Sue said.

They all simply called it a night, Peter & Twilight continued their fun, they were at peace for now, but the peace was dwindling, who knows how much longer before Goblin & his Sinister Six will be ready.

* * *

 **Romance, quite a thing, next up, the action, Twilight Sparkle & Spider-man vs. The Green Goblin**

 **(Somehow I feel like I could have handled the intimate scene a little better)**


	11. Rivalry Continues

**Time for the Goblin to have some fun**

* * *

The next morning, Peter woke up, he looked to find Twilight cuddled next to him, she looked really cute when sleeping.

Peter rubbed Twilight's mane a bit, just enjoying her company before she started to wake up, she looked up and smiled at Peter.

"Good morning"

Peter smiled back, "Good morning to you too"

Peter and Twilight then gave each other a good morning kiss before Twilight laid back down on his chest, "Last night was great"

"The food, or the aftermath?"

"Both...especially the aftermath", Twilight giggled a bit, "You were so good"

"Glad you thought so, I was a bit nervous, especially considering your size"

"You did well, besides, I really liked _your_ size", she grinned at Peter, causing a mad blush.

"I'm just gonna get dressed now", Peter said nervously.

Later on the two went to the kitchen to eat some breakfast, though while there Johnny had been glaring at them non-stop, it really made them feel a bit nervous.

"Hey Johnny, is there something you need from us?" Peter asked.

Johnny simply watched them as he ate, chewing his food slowly while glaring at them, Peter and Twilight felt a little paranoid about being watched like this, as if Johnny knows a secret of theirs.

They then realized, did he know about their late night fun? Twilght & Peter then looked around, no sign of Rumble.

"Um...where's Rumble?" Twilight asked.

"Not here...I had to send him over to Felicia's, mainly so I don't have to explain certain 'things' to him", Johnny said, eyeing them intently.

Both Peter & Twilight looked pretty nervous, Peter then spoke, "Things like what?"

Johnny glared, "Oh I don't know, maybe like what a boy and a girl do when they like each other...a lot"

Peter sighed, "Were we loud?"

"Loud enough for Rumble to ask what was happening!"

Peter & Twilight blushed madly, Johnny sighed, "It's no big deal, Felicia loves Rumble so I didn't have trouble getting Rumble to stay there, but be happy Reed didn't find out, I'm pretty sure he would have been a little annoyed that you two had sex under this roof...or he'd be curious as to how that works"

Peter blushed a bit, "I don't think I want to explain the details to Reed"

Twilight nodded In agreement, blushing as well, "Same, it's just us showing our love for each other"

Johnny scoffed, "Whatever lovebirds", much to Twilight & Peter's annoyance.

Once everyone ate their breakfast, they heard a knock on the door.

"Wonder who that could be?" Sue asked and went to the door.

"Careful Sue, last time we had a random knock, Shocker was here trying to kill us", Johnny said.

"I'll be careful Johnny", she approached and looked through the peephole, "Huh? That's curious", she opened the door, standing there was Wolverine, "Logan?"

Peter, Johnny & Twilight approached him curiously.

"Hey Logan, what brings you here?" Peter asked.

"It's about Twilight's friend Pinkie Pie, she got kidnapped yesterday..." Wolverine stated, earning a worried look from the group, especially Twilight, she felt her heart twist.

"Kidnapped? By who?" Peter asked, just as worried for Pinkie Pie.

"Magneto got her, he attacked the Mansion yesterday and got away with her, Deadpool went after them, I'm looking for her too, but I figured to let you know, thought you might want to help find her"

Twilight nodded feverishly, "Yes, absolutely! Come on Peter we need to go find Pinkie Pie! She's all alone out there!"

Peter nodded, "I'll get my suit, Johnny you wanna help?"

Johnny nodded, "Hell yeah I do"

Ben approached them, "Hey I can help as well"

"Thanks, we could use all the help we can get", Twilight said.

Once Spider-man was ready the group headed through the city, looking for Deadpool, or a Brotherhood, or any lead they can find.

While searching through the city, Spider-man found himself suddenly dodging a magic blast, he looked to find Trixie standing on a rooftop.

"You again!?" Spider-man said.

The others joined Spider-man and watched as Shocker, Mysterio, Rhino, Electro & Doc Ock emerged from behind Trixie.

"What's the story with that pony?" Wolverine asked.

"A rival of Twilight from her world, she was sent here by that King Sombra jerk to take out Twilight", Johnny said.

Twilight groaned, "We don't have time for this, we need to find Pinkie Pie!"

Spider-man turned to Wolverine, "You go on, we have to deal with them"

"I can help take them down, it'll move us along faster!" Wolverine said.

"This is our fight, right now you need to go find Pinkie, we can't let them distract us, we'll be ok, we've beaten them before", Spider-man insisted.

Wolverine nodded, "Ok then kid, show them what you and yer friends got"

Once Wolverine left, Spider-man & his allies got into a fighting stance.

"You really wanna go through this again? You've lost more than once!" Spider-man shouted.

Shocker readied his gauntlets, "That just fuels our determination, the only way to stop us, is to kill us, and we know you won't do that Spider-man!"

"Maybe not Spider-man, but Twilight Sparkle...Trixie must admit, you must have been in a pretty dark place to do what you did to Kraven", Trixie taunted.

Twilight glared, "It's not something I'm proud of, but I'll do anything to protect the ones I love and care about"

"Right...now that we know what you can do...it's time to kick it up a notch", Trixie cleared her throat, "Alright boys, let's get down to-"

Doc Ock cut Trixie off, "Excuse me, I'm the leader of this group, I give the orders"

Shocker & Mysterio just eyed Doc Ock as he said that, a little surprised at what he said, Trixie had been working on some plans, she should have the chance to lead.

Trixie herself glared at Doc Ock for his little outburst, "Fine, Doctor...lead away"

Doc Ock looked to Spider-man & his group, "Attack!"

Rhino went in first, attacking The Thing, Electro flew in but was tackled by Johnny, Doc Ock went in to attack Spider-man & Twilight.

Trixie just stood there with Shocker & Mysterio, looking a little unhappy on the way Doc Ock basically undermined her.

"Kinda harsh of the Doc to do that", Shocker admitted.

"Yes, did he even observe your attack plan?" Mysterio asked.

"Trixie doesn't know, nonetheless our mission stands, we need to eliminate Spider-man & Twilight Sparkle, though perhaps we can wait for the good Doctor to squirm before he realizes he can't handle it", Trixie said with a grin.

Shocker & Mysterio stood by Trixie, waiting for her orders.

Rhino & The Thing started trading a few punches, destroying various objects in the streets as they slammed into each other.

Johnny & Electro shot fireballs & electricity at each other, and then engaged in some quick combat, matching each other's blows before Johnny got a strike in before sending several blasts at Electro, knocking him down.

Doc Ock tried to stab Spider-man & Twilight with his blades but the two dodged quickly to attack Doc Ock with various strikes & magic blasts.

Trixie just sat on the edge of the roof with her two loyal followers, watching half of the Six battle against the four heroes, and eventually at least Rhino & Electro started heading towards the losing end.

Spider-man & Twilight continued their attack on Doc Ock until he whacked them back and turned to Trixie, Shocker & Mysterio, "What are you doing!? I told you to attack!"

"You're the great leader, we just want you to have a moment of glory!"

Doc Ock growled, "You dare to defy me!" While he was distracted, Spider-man webbed him from the back and flung him through a nearby Laundromat.

Spider-man & Twilight looked up at the 3 heroes, a little confused.

"Just out of curiosity, aren't you all on the same side!?" Spider-man asked.

"We're just having a little disagreement on who's plan is better, that's all!" Trixie shouted.

Spider-man scratched his head, Twilight then commented, "Sounds like a disagreement within the group, let's just use their dysfunction to our advantage, Doctor Octopus seems like a proud man, and I know Trixie has her pride too, their pride will be their downfall"

Spider-man nodded, and then focused on attacking Doc Ock again, only to get knocked back with a tentacle. When Twilight tried blasting he grabbed a washer and tossed it at her, causing her to dodge but leaving her open for another attack.

As he went to attack them again, he got knocked back by a whip, he looked to see that Daredevil had arrived on the scene, "You again"

Daredevil pointed his Billy Rod to Doc Ock, "You never learn, do you Octavious?"

Dock Ock attempted to attack Daredevil but he cartwheeled out the way and then rushed in to hit Octavious with his rod a few times.

Trixie observed from afar, "Trixie isn't too familiar with that hero"

"That's Daredevil, he usually hangs around Hell's Kitchen but he also assists Spider-man at times, he's assisted him quite a bit lately", Shocker said.

Johnny is battling Electro in the air and then punches him down, landing near Trixie, Shocker & Mysterio, Johnny then landed beside him and punched him off the roof and turned to the 3 villains, "Enjoying the show?"

"In a way", Trixie said, Johnny simply shrugged and kept fighting, Trixie made note of Johnny and Electro, "Somehow those two remind me that overrated Rainbow Dash and my fellow Sombra follower Lightning Dust"

"Rainbow Dash, the pony that heckled you right? And Lightning Dust is the one going after the other pony, she arrogant as well?", Shocker asked.

Trixie nodded, "Yes...though Trixie can relate to Lightning Dust, both victims of this so called Harmony that Twilight Sparkle flaunts"

"Sounds rough, don't worry, soon we'll right the wrongs", Shocker stated.

"Indeed, it will be a grand performance", Mysterio said.

In the fight, Doc Ock tried impaling the others again, though Spider-man grabbed a tentacle and slammed him against a building, when he tried to get up, Spider-man rushed in with a few shots, Daredevil also ran in and whacked him a few times before Twilight used her magic to toss Doc Ock a few blocks down.

Trixie grinned, "Looks like the good Doctor has been incapacitated", she stood up, "Let's make out move boys"

The 3 jumped down and confronted Spider-man, Daredevil & Twilight, "Now it's our turn"

The 3 heroes got into stance and went to attack the 3 villains, Twilight engaging Trixie, Spider-man engaging Shocker and Daredevil engaging Mysterio.

Trixie managed to avoid most of Twilight's attacks, though found herself blasted down a street, Twilight rushed in to continue the attack but Trixie managed to blast Twilight back.

Shocker was attempting to blast Spider-man, he managed to hit him a few times but Spider-man managed to rebound by clinging to a wall and shooting some webs at Shocker.

Daredevil simply attempted to whack Mysterio, unfortunately for Mysterio his illusions won't work to well on Daredevil since he's blind, but he was still able to match Daredevil's martial arts.

Meanwhile in Felicia's place, she's laying on the couch, Rumble resting on her stomach while looking through some newspapers to see if there's any new jewelry coming to the local museum.

She then heard the commotion on outside, she carefully got up and placed Rumble down and looked out the window, she can see Thing and Rhino brawling through the streets and she can see Johnny & Electro fighting in the distance.

She also noticed Doc Ock walking through the streets, attempting to get back to the battlefield, "Looks like there's a party outside, looks like it's time to crash it", she was about to change, then turned to Rumble, "You don't mind if I change here do you?"

Rumble shook his head, "I don't see the big deal"

Felicia nodded and stripped down so she can change into her latex suit, though Rumble found himself staring in curiosity. Once she finished changing she then turned to Rumble, "Stay here and don't leave for anything, this probably won't take too long", she left out the window, Rumble then started feeling weird, "How come my blood's rushing...and part of me feels...bigger"

Felicia jumped outside and went to a rooftop and kept her eye on Doc Ock as he made his way over to The Thing, who had Rhino at his mercy.

"When are you gonna realize, you just can't beat me", Thing said, then he was whacked with a streetlight that Doc Ock had pulled from the ground, "Foolish Ben Grimm, it is you who is gonna-" at that moment Black Cat then had jumped on Doc Ock's back and started attacking him with strikes to his head, "How dare you, get off!" Doc Ock struggled to get Black Cat off him.

Rhino got up and noticed Black Cat on Doc Ock's back, he ran in to ram her but she moved out the way last minute and he ended up attacking Doc Ock by mistake, "Whoops, sorry boss"

The Thing then ran in and did a large jump and landed on Rhino and ground pounded him a bit until he was out. Doc Ock tried getting up but Black Cat rushed in and did a few quick kicks to his head to knock him out.

Black Cat went to The Thing, "Come on, we have to deal with the others"

As they started heading out, Electro got knocked into a nearby wall and fell to the sidewalk. Johnny landed beside him and punched him a few times and blasted him to a fire hydrant, causing the water to spurt out and Electro to short out.

"These guys need to change their strategy a bit", Johnny said, he then noticed Black Cat, "Sup Kitty"

Black Cat gave a smug grin, "Cute, come on I'm sure Spider-man needs our help, and his little nerdy horse"

The trio went to find the remaining heroes.

Twilight & Trixie were locked in a magic beam struggle, though Twilight was winning due to her magic being stronger, though Shocker assisted by doing a cheap shot blast to Twilight, this his brief distraction in helping Trixie allowed Spider-man to go in for a punch to Shocker, then Spider-man webbed Trixie to even the odds for Twilight.

Twilight got up and flew it to attack Trixie with a few strikes before blasting her to a building side.

Daredevil used his Billy Rod to whack each of Mysterio's limbs and even cracked the bowl on his head a little, causing Mysterio to back away a bit and blasted Daredevil back.

Shocker is still attacking Spider-man but as he punched, Spider-man grabbed his fist and then hit an uppercut to Shocker, knocking him to Trixie.

Trixie rubbed her mouth a bit, then noticed the other heroes making their way over, "Damn, looks like our allies have fallen"

Once the other heroes arrived and faced off against the trio, Mysterio approached Trixie, "What now?"

Trixie looked around to calculate the situation, from the looks of things it was no win, not to mention she doesn't fully know what Daredevil's capable of, and Black Cat is new to her.

"Trixie hates to say this, but we must surrender for the time being", she said. Shocker & Mysterio looked a bit surprised but decided that maybe continuing the fight could be foolish, plus they wanted to see where Trixie was going with this, call it curiosity, "Besides", Trixie started saying in hushed tone, "He'll be coming shortly"

Shocker & Mysterio nodded, they knew that this was mostly to bring out the heroes, the plan could still work. The trio simply put their hands up, signifying their surrender, much to the small surprise of the heroes.

"Smart move, no more need for unnecessary violence", Twilight said.

The heroes kept the villains surrounded until the Authorities arrived to take the villains away, though as they were about to do so, Trixie let out a small chuckle.

"What are you laughing at Ms. 3rd Person?" Johnny asked.

"You think you've won, unfortunately for you this little fight isn't over", Trixie said.

"What are you getting at?" Black cat asked, then noticed Spider-man grab his head, "Spider-man what's wrong?"

"My Spider Sense...Trixie what are you up to?" Spider-man asked.

At that point, some missiles were sent at the police vehicles, several officers were killed in the blast, the heroes looked up to find The Green Goblin on his glider, "Hello Spider-man!"

Spider-man looked horrified, "Green Goblin!?"

While the heroes were distracted, Trixie, Shocker & Mysterio shot projectiles to knock them back, and then Trixie teleported her allies to the roof behind them, not to far from where Goblin was on his glider.

Spider-man got up and found Goblin hovering above, "What are you up to Goblin!?"

"Several things, one I'm here to kill you, and two my new business partner King Sombra wants your little pony friend dead!"

Twilight looked surprised, "King Sombra!? You're working with him!?"

"Sombra got in contact with people in all the dimensions he sent your friends to, I was one of the lucky ones, and I'm the one who helped Trixie fit well in this new Sinister Six, and now with our combined intellect, we will end you and Spider-man, and it looks like we have a few more people to have fun with as well, I'm sure Dr. Doom will be very appreciative once we eliminate The Fantastic Four, and the Kingpin will be thrilled to learn of Daredevil's falling"

Spider-man stood up, "That won't happen Goblin, we're gonna take you down!"

"Always with that lame hero talk, sing a different song will you? Unfortunately you're not as beaten as I would have liked", he turned to Trixie, Shocker & Mysterio, "I expected you to do better!"

Trixie huffed, "Trixie had a great plan but Octavious undermined me, blame him!"

Goblin looked toward an oncoming Doc Ock, he struggled to move, Rhino came in, obviously hurt and struggling to move, holding a downed Electro.

"I had a great plan, but this pony decided to let her pride get in the way!" Doc Ock said.

"We'll discuss this later, for now I say we regroup and discuss plans", Goblin said, but the heroes stood together.

"You're not going anywhere Goblin!" Spider-man then shot some webs at Goblin, knocking him off balance, Johnny flew in to attack but Shocker had blasted him out the sky, Goblin then tossed down a few bombs, causing the heroes to spread out.

Twilight flew over to attack Goblin but Trixie had blasted her and started sending attacks down below to the other heroes.

"How many ponies are coming to this world!?" Black Cat asked in an annoyed tone, and then she climbed the building to the 3 villains, though when she got to the top, Shocker had sent a blast to destroy the edge of the roof, causing her to fall, luckily Twilight caught her, much to Black Cat's surprise, "Did you just save me?"

"Not that I like you but you did help me when Kraven stabbed me and Peter so I owed you one"

Mysterio used his magic to create some Goblin illusions, protecting him from gunfire from surviving police officers, the real Goblin sent more bombs, killing a few other officers, though since Daredevil wasn't fooled by the illusions he managed to go in and whack Goblin and fought him on his glider, though Goblin knocked Daredevil off.

Spider-man webbed onto Goblin's glider and pulled up and he had his own little fight on the glider and managed to punch Goblin off, causing him to land near the other villains.

Down below, Doc Ock is still trying to put up a fight, attempting to attack Black Cat & The Thing, but his fatigue left him a little sloppy, and then The Thing managed to punch him to a building.

Twilight flew up and shot some magic beams at Goblin, though Goblin tossed a few more bombs at her, she used her magic for a shield and flew in to attack, but Shocker managed to do a gauntlet blast punch to knock Twilight away.

Spider-man arrived on the roof and fought with Shocker & Mysterio, blocking and matching their strikes but he was open for a magic blast from Trixie which knocked him away as well.

"Trixie, retreat", Goblin ordered.

Trixie nodded and used her magic to bring over the other 3 villains and readied to teleport away, but before the vanish, Goblin pressed a button.

The heroes went to stop Trixie, but it was too late, they were all gone, and then they heard a loud beeping.

"What's that noise?" Johnny asked.

They looked around and found Goblin's glider, it was beeping and a light blinking red, soon the beeping got faster, didn't take long for Spider-man to figure it out.

"Oh crap it's a bomb!'

Twilight quickly used her magic to toss the bomb into the air and when it exploded, it covered most of the sky in a huge ball of fire which rained down on the city, hitting several buildings and causing a fire.

"Oh no, there's fire around the city!" Twilight shouted.

Johnny flew in to absorb whatever fire he could, some firefighters went to help extinguish the fire, though they had one less hydrant due to the earlier fight, though Twilight managed to use the water still by utilizing her magic to aim it at several fires while the remaining heroes made sure to get the civilians to safety.

Once everything settled, the heroes took a breath, relieved that it was all over.

"That Green Goblin person is very dangerous", Twilight said.

"He's one of Spider-man's deadliest enemies", Johnny said.

"And now he's assisting The Sinister Six & King Sombra, he's just as dangerous as ever", Spider-man said.

Black Cat rubbed her hair out her face, "What's the story with that other unicorn?"

"An old rival of mine, she desperately wants to outdo me in magic, I knew she was a bit misguided but I never took her for being evil like that", Twilight explained.

"Maybe she still is, you think Sombra's controlling her or something?" Spider-man asked.

Twilight thought a moment, "I did sense some dark energy, he may have influenced her in some way"

Spider-man nodded, "We can worry about that later, I think we should go back to finding Pinkie Pie"

That caused a spark from Twilight, "That's right, I almost forgot about that!"

"Let's hurry", Spider-man turned to Daredevil, "Daredevil, mind sticking around to make sure everything here gets straightened out?"

Daredevil twirled his rod, "No problem"

Black Cat decided to make her leave, "I'll head back home, gotta watch over Rumble"

Spider-man nodded, "Right, me, Twilight, Ben & Johnny can handle it from here"

The four heroes left and went to find Pinkie Pie, searching around for clues as to where she could be, though they were basically looking for a needle in a haystack.

Meanwhile Trixie had gotten the villains to their base, Goblin adjusted his shoulder before walking over to a desk area, "That didn't go according to plan"

Dock Ock checked his tentacles, "Blame that Unicorn, she outright defied me!"

"Trixie had it under control, you are the one who complicated things! All you had to do was follow the plans that The Great and Ingenious Trixie made!"

Doc Ock scoffed, "Ingenious? You're quite the egomaniac aren't you?"

Shocker glared, "You shouldn't talk Doc, besides I'm with Trixie, you should have taken her plans into account, I fault you in this"

Doc Ock grabbed Shocker by his throat with his claw, "You care defy me! I am the one who gave you all these chances! And you dare show disloyalty like this!"

Trixie then blasted Doc Ock, "Don't you DARE hurt Shocker!"

Doc Ock went to attack Trixie but she dodged, Mysterio went in for a kick and a recovered Shocker blasted him and Doc Ock landed near a window.

Doc Ock stood up angrily, Rhino & Electro were in shock but Green Goblin seemed to be enjoying this.

"How dare you do this to me! I am Dr. Otto Octavious, Greatest Scientific mind in this world! I will dispose of you three right now!" he rushed in but the 3 then attacked him with a few punches, kicks and magic blasts, knocking him back toward the window.

He struggled to stand up, but once he did; Shocker, Mysterio & Trixie each sent out a projectile attack to Doc Ock and blasted him out the window, causing him to fall several stories.

Green Goblin had a sinister smile, "Looks like The Sinister Six needs a new leader, and a new member, Trixie since you seem confident in your abilities, why don't you take over?"

Trixie nodded, "Will do Mr. Osborn"

"Good, I'm gonna go find ourselves a 6th member, shouldn't be too hard, Spider-man has made many enemies", Goblin said and left.

Electro & Rhino also left, not wanting to risk getting on Trixie's bad side, though after the dust settled Trixie had a brief headache and she rubbed her head in pain, this did not go unnoticed by her allies.

"Hey, you ok?" Shocker asked.

Trixie nodded, "Just a headache...do you think we got carried away a bit?"

Shocker shook his head, "Sometimes you do what you gotta do to get ahead"

Mysterio nodded, "We think you'll probably do a better job than Octavious, but don't put too much pressure on yourself, otherwise you might crack under the pressure"

Trixie nodded, "Right, well I better head back to the drawing board...is there anything you can tell me about Daredevil and that lady in Black?"

"You mean Black Cat? Yeah we can give out some info you might need", Shocker said.

The 3 went to make their plans while Goblin went to fill that 6th spot.

Later that night in the Baxter Building, the group had finally gone home, no sign of Pinkie Pie.

"I'm really worried about Pinkie, will this Magneto person do anything too bad to her?" Twilight asked.

"Not sure, I don't even know why Magneto wants Pinkie, but compared to other villains like Green Goblin and Dr. Doom, Magneto isn't that bad, as long as you don't make enemies of him", Peter said.

"Logan says he'll keep looking, right now you need your rest", Ben said.

Twilight nodded, then remembered, "Oh wait, what about Rumble?"

"I don't think Felicia minds watching him for one more night", Johnny said.

Twilight nodded and simply went to her room, Peter followed her out of concern for her.

"Poor Twi, we gotta make Pinkie a top priority", Johnny said.

"Let's not forget we still have Goblin & The Sinister Six to worry about, gotta keep close contact with Daredevil & Black Cat", Ben said. Johnny nodded in agreement, "Right, we're basically at war with these people, with Goblin backing them they're gonna be hell"

In the guest room, Peter is laying on the bed while Twilight rests her head on his chest, Peter gently stroking her mane.

"I can't help but feel at fault for this Peter, if I had just taken precaution with King Sombra then none of my friends would be in the situation they're in"

Peter continued rubbing her mane, "Things happen Twilight, sometimes you can't control it, your friends sound like strong ponies, they'll be fine, and we will find Pinkie, then Reed will find your way home"

Twilight looked up to Peter, "I hope so, though at least there's one bright spot to this whole situation", she leaned up and kissed Peter, "I met you, I am forever grateful of that"

"Same here, you're an amazing girl Twilight, you're very smart, very attractive and a hell of a fighter"

"Those 3 things apply to you as well", Twilight said, then started kissing him again, this time maintaining it as he kissed back, then they shut off the lights.

A little later Johnny passed by the room while reading a magazine, and then heard the same moans and creaks he heard the previous night.

Johnny rolled his eyes and banged on the door, "Hey keep it down in there will ya!"

"Shut up Johnny!" he heard them both say, causing Johnny to groan, "Horny couple of morons", he then just walked off and chose to ignore it and hoped that none of the others would pay much mind.

* * *

 **Now Trixie's in charge, The Sinister Six will return for more.**


	12. New Plan

**Will Trixie Reign over New York City?**

* * *

A week has passed, Spider-man, Twilight & allies still search around for any sign of Pinkie, though with the news that she might be in Canada it's gonna make it harder for them to find her.

They were assured that Deadpool & the X-Men would take care of things, and at the moment New York still needed Spider-man, plus Twilight had confidence in Wolverine's abilities to find Pinkie and bring her back safe.

Besides they were a little bit concerned with the threat of The Sinister Six & The Green Goblin, always keeping an eye out, waiting for their return. The waiting felt like mind games, but it's something Spider-man's used to, years of fighting enemies, why rush back into battle when they have all the time in the world to regroup.

Meanwhile with Felicia, she is still playing babysitter to Rumble, mainly since she loves being around Rumble, and he had grown extra fond of her lately. Rumble does go to The Baxter Building to hang out with Johnny, but he also goes to Felicia's, sometimes spending the night with her.

As part of this, Felicia has agreed not to do any Burglaries, she wasn't to set a bad influence for Rumble, plus there's enough nonsense for Spider-man to deal with, he doesn't need to deal with burglars right now.

One night however, Trixie decided to put her plan to action, to reduce the opposition against her and her group. She and her group roamed through the streets of New York City.

She led her Sinister Six through New York, the group had consisted of Rhino, Electro, her two favorites Shocker & Electro, plus new member Scorpion, whom Goblin had recently gotten out of jail.

They combed through the streets and decided to attempt to find any oncoming heroes, they roamed through Hell's Kitchen, knowing full well which hero covered that area.

Daredevil was doing his usual patrols, making sure to stop every mugger & drug dealer he came across, no issue for him at all. While patrolling he felt some unusual yet familiar vibration, "They're back"

Soon he was surrounded by The Sinister Six, he can hear their evil chuckling, he felt a new presence though, not the same 6 from before.

"So what brings you to Hell's Kitchen? Hungry? Because I have no problem serving up some justice", Daredevil twirled his Billy Rod.

Trixie chuckled, "Confident one aren't you? The only thing that's gonna be served is a beating done on you", she turned to the six, "Gentlemen, if you would"

The 6 surrounded Daredevil ready to attack, but Daredevil wasn't gonna back down, he clutched his Billy Rod tightly. As soon as Mysterio went in for a punch, Daredevil was able to evade and whack him with the rod, then he managed to whack an oncoming Scorpion, then Shocker, when Rhino tried to charge Daredevil was able to leap out the way and sent him crashing into a chimney.

Daredevil then leapt to another rooftop with Trixie & Electro pursuing, though once on the other side he used the whip from his rod to knock Electro back. When Trixie went to attack him he rolled to the side and whacked her head. Mysterio & Scorpion went in to attack again and he managed to fight them off, but found himself open to a blast from Shocker.

Daredevil got up and blocked an oncoming punch from Electro but Trixie used her magic t blast him to the edge of a roof, he got up still ready to fight but Mysterio had kicked him off the edge, luckily he managed to grab a fire escape on the way down.

He used his whip to get back to the roof and engaged the villains in further combat.

Rhino at one point managed to grab Daredevil and toss him across several rooftops, though Daredevil landed will just fine then went into a tactical retreat, keeping his distance and fighting off the six. Doing this by himself wasn't gonna be an easy feat but he had to put an effort.

Meanwhile Felicia is in her apartment making some dinner for herself and Rumble when she heard the fighting, "What's that racket? Sounds like a Brawl"

She peeked out her window and saw Daredevil fighting the Sinister Six across the rooftops, "Looks like horn head needs my help"

She went to change into her Black Cat suit, before she headed out Rumble approached her, "Where are you going Felicia?"

"To help Daredevil, now stay put", she went out the window with Rumble peeking out to check on her, he saw the fight in the distance, "It's those mean people...and they're attacking that Daredevil guy, looks like Felicia is going to make things a little bit more fair"

Daredevil was fending off an attack from Shocker, that when Mysterio went to attack but Felicia arrived and kicked Mysterio back.

Felicia turned to Daredevil, "Hey devil boy"

Daredevil sighed, "Such a juvenile nickname"

Black Cat made a bemused face, "You're no fun"

Trixie glared, "It's that cat lady, such a skanky outfit, are you a hero or a stripper?"

Black Cat looked agitated, "I'm neither, you're just on my turf, and you shouldn't be talking about the way I dress while wearing that stupid Wizard Hat, you look like some failed magician!"

Trixie looked outraged, "How dare you! Boys, get them! Get them both!"

The Six went after Daredevil & Felicia. The two heroes did a good job fending them off for the most part, blocking the blows and even evading Rhino's charges.

Daredevil simultaneously whacked Shocker & Electro while Black Cat managed to kick around Mysterio & Scorpion. Trixie went to attack but Daredevil whacked her and Trixie kicked her, almost knocking her off a roof. Soon Rhino managed to grab them both and toss them to another roof, the impact of landing stunning them a bit.

Shocker jumped across and blasted Daredevil to another building, landing on the side and falling on a fire escape. Black Cat tried to attack him but he blocked and punched her, then Trixie blasted Black Cat to the same side of building and she landed on a fire escape.

Trixie charged her horn, ready for another blow, "Time to finish you off", before she can attack though, Rumble flew in from behind and pulled Trixie's hat over her head and then buck kicked her side.

"Don't hurt them you 3rd rate magician!" Rumble shouted.

Shocker then grabbed Rumble by the back of his neck and held him up a bit, "You stupid kid, what the hell were you thinking?"

"Let me go you big jerk!" Rumble struggled to get free. Trixie pulled her hat up, "Lower him to my level"

Shocker did as told and once Rumble was low enough, Trixie landed a hard punch on him, knocking him out, "Mischievous little miscreant".

The 6 surrounded his KOed body, and then they looked to see that Daredevil and Black Cat were struggling to get up, Shocker & Mysterio then blasted them to take them out of commission.

"Now what Trixie? Should we just finish them off?" Electro asked.

Trixie thought, "No, grab the,, we can use them as bait"

The others nodded and grabbed their KOed bodies and then dragged them off.

The next day Johnny had gone over to Felicia's home to grab Rumble, she knocked on the door. He got no answer so he knocked again, "Felicia!?" Still no answer, Johnny grew concerned, "That's weird, she should be home, surely she didn't go out yet", he kept knocking, but nothing, he grew a little nervous, "I hope nothing happened to them"

Johnny then decided to search around the area, maybe they were on a rooftop watching over the city. He looked around and noticed some damage, he searched around and found loose bricks and some craters, Johnny started piecing things together, "Oh no..."

Johnny immediately rushed back to the Baxter Building, "This is bad, Twilight is gonna flip out, if we ever find Felicia, I'm damn sure Twilight would kill her"

He reached the Baxter Building and entered inside, "Peter!? Twilight!?"

In the living room, Peter & Twilight are enjoying each other's company, Twilight resting on Peter's chest while Peter strokes her mane.

"I love you more Peter", Twilight said.

"No...I love you more", Peter replied.

The two exchanged 'I love you' comments before Johnny interrupted, "Hey lovebirds!"

This startled and annoyed them. "Johnny, this better be important!" Peter said.

"I think Felicia & Rumble got captured"

Twilight's eyes widened, "WHAT!?"

She jumped off and looked Johnny straight in the eyes, "What do you mean captured!? Start talking Storm!"

Johnny looked freaked out, "You're being weird again"

Twilight then used her magic to lift up the couch she was on, prompting Peter to jump off and threatened to crush Johnny, "TALK!"

Johnny flipped out, "How should I know!? I'm not a detective!"

Peter carefully approached Twilight, "Twilight, take it easy...I know you're concerned, but crushing Johnny won't get us anywhere"

Twilight huffed a bit but decided to go with Peter on this one, "Fine" she lowered the couch back down then went into a saddened state, "But what about Rumble!? Gah, I knew leaving him with Felicia was a bad idea! Where could he be? Who could have taken him?"

"Um, wild guess, but very likely The Sinister Six, they're the only ones who've been targeting us lately", Johnny said.

Peter nodded, "Good point, they may have tracked down Felicia and captured her and Rumble"

Twilight made her way to the door, "Well what are we waiting for!? Let's go find those six jerks and get Rumble back!"

"Wait, let me get my suit!" Peter said. "Fine but change quickly, you too Storm!"

"All of a sudden she's just gonna call me Storm? I mean-" Johnny ran off when Twilight advanced at him in a threatening way, "Damn straight".

Peter then got on his suit but before they can leave, a knock on the door occurred, Reed answered but found no one there, he looked around curiously and then looked down and found a package, "Huh? What's this?"

He opened it and found a disc with the words 'DVD' on it, "Johnny did you order a movie online?"

Johnny shook his head, "Nope"

Reed checked the disc a bit before putting it in a monitor, then an image of Trixie appeared on the screen. "Greetings heroes, Trixie hopes you get this message"

Twilight glared, "It's Trixie! What does she want?"

"You're probably wondering what Trixie wants"

Johnny snickered a bit, "Wow"

Twilight glared before focusing back on the TV. "Trixie has a little something for you heroes", she focused the camera to two cells, one with Daredevil & one with Black Cat.

"Felicia! And Daredevil!" Spider-man said.

"And not to mention", she showed Shocker approaching with Rumble, holding the young colt by his tail.

"Rumble!" Twilight shouted in horror, watching as Shocker held the colt to the camera, "Twilight! Peter! Johnny! Help us!"

Shocker chuckled, "Miss your friends kid?" Trixie turned to Shocker, "Toss him back with that stripper over there"

"Oh go to hell!" Felicia shouted.

Shocker went to toss Rumble in while Trixie focused on the camera, "You want them, come and get them, the address should be in the package I sent this in, come only with Spider-man & The Fantastic Four, you bring anyone else, and those 3, are dead!" she turned the message off, enraging Twilight.

"Trixie...how could you!? I knew you were troubled but..."

Spider-man kneeled to her, "Focus on that later, right now let's go save our friends". Twilight nodded, "Right", she turned to the others, "We should get going"

The 6 heroes then made their way to the address of where The Sinister Six were. They were waiting at an old warehouse near the Brooklyn Bridge. Being near the bridge brought some painful memories back for Spider-man, he has bad history with bridges.

They approached the door and knocked. A security camera analyzed them and the door opened, allowing the 6 heroes inside.

They walked in a bit and beheld the Sinister Six waiting by the cells the captives were in. Spider-man noticed Scorpion was there and not Doctor Octopus, "New member? Where's the Doc?"

"You don't need to worry about him anymore", Shocker said.

Trixie stepped up, "So, you've come, Trixie was hoping you'd be here"

Twilight approached them, "Rumble & Daredevil, let them go!"

Black Cat cleared her throat, "Ahem, what about me!?"

Twilight sighed, "And the cat girl...but mostly Daredevil & Rumble"

Spider-man groaned, "Twilight...be nice". Twilight sighed, "Just free the captives and we'll go easy on you"

Trixie looked to her boys and gestured her head, indicating for them to get into a fighting stance, "You are in no position to be making threats Twilight Sparkle"

The Six glared at the heroes, the heroes glared back, Trixie then grinned and shouted, "Attack!"

The Sinister Six rushed in and attacked the heroes. Trixie used her magic to blast Twilight, but she immediately returned the favor with a magic blast of her own. Shocker sent gauntlet blasts to Spider-man but he managed to dodge them and web Shocker's face and go in for a punch. Johnny & Electro resumed their rivalry, exchanging punches and kicks while Thing and Rhino brawled below. Susan used her powers against Mysterio, attacking him with the force fields while Scorpion tried to sting Reed, only for Reed to stretch out the way and avoid his attacks.

While fighting Electro & Rhino, Thing & Johnny stood side by side a moment before realizing something. "Yo Ben, getting tired of fighting Rhino?"

Thing nodded, "Yeah, how about you and Electro?"

"Been done a lot...let's switch, shake things up a bit"

Thing nodded and the two focused on different enemies.

"This won't make a difference, you're still going to die!" Electro said and blasted The Thing while Rhino charged at Johnny.

Shocker had punched Spider-man in the gut and then got behind him and blasted him from behind, causing him to fly towards Black Cat's cell and he collided, causing a dent.

"That guy's pretty tough, huh Peter?" Black Cat said.

"You have no idea", Spider-man said glumly.

Rumble approached Spider-man, "You can do it, just like you did well the first time me and Twilight came to this world!"

Spider-man nodded, "Yeah, I'm sure I can-"

"Behind you!"

Spider-man turned around and attacked the oncoming Shocker with a punch and then shot a few webs at him and rushed in to attack with a few punches before knocking him to the other side of the warehouse.

Mysterio was trying to attack Susan but she constantly used her forcefield and her invisibility to her advantage. So Mysterio tried his multiple person illusion and attacked Susan, but she managed to attack the illusions while invisible, however the real Mysterio was able to deduce where Susan was and went for a shot that proved to be successful, a hard kick to her sides.

"Foolish Susan Storm, even your tricks are no match for The Great Mysterio's"

Susan then kicked Mysterio hard in the chest and then did a back kick and knocked Mysterio back before running in and doing a jump kick. "And that's what happens when you gloat too soon"

Reed was still dodging Scorpion's attacks, infuriating him and causing him to shot acid, burning Reed's arm a bit. Scorpion ran in to attack with punch and knocked Reed's head back but Reed brought his head in for a head-butt to knock Scorpion back. Scorpion then tried stinging Reed with his tail but Reed managed to dodge and enlarged his fist for a strong punch.

Twilight & Trixie were battling it out, shooting all types of magic beams, Trixie even levitating nearby barrels and tossing them at Twilight. Twilight was able to destroy the barrels and rushed in to attack Trixie with a punch but Trixie sidestepped and then buck kicked Twilight on her side. Twilight held where she was attacked and then found herself being levitated with Trixie's magic, however Twilight freed herself with stronger magic and blasted Trixie back.

Rhino charged at Johnny, he was able to evade and toss a few fireballs in his face. Rhino got angry and grabbed a barrel and tossed it but Johnny shot the barrels out of the air.

Electro blasted The Thing a bit, knocking him back and then sent a huge ball of electricity at him. thing recovered however, the electric attacks barely doing damage and he ran in for a hard punch to the wall.

Reed continued to dodge Scorpion's attacks and then eventually turned his hand into a hammer and whacked him to the wall and then sent the hammer at him again, slamming into his abs.

Rhino noticed two of his teammates were nearly out, so he ran in to attack Reed & Thing, but The thing rushed in and clobbered Rhino with a hard punch and Reed did some wrecking ball type hands and slammed into Rhino, making him stumble while Johnny flew in and did a small fire tornado to deal damage to Rhino. Rhino rushed around, bugging from the heat until Johnny kicked him down.

"So far so good", Johnny said, then noticed Susan having trouble with Mysterio, "Hang on sis!"

Mysterio was attacking Susan, who was using her force field to block the attacks, then Johnny flew in and tossed a fire at Mysterio's head, though he was protected by his glass bowl, then Susan kicked him back. Mysterio tried shooting more magic but Reed managed to whack him with a hammer punch, knocking him to a wall and falling to his knees, Susan rushed in and did a slam kick on his back.

Shocker noticed what had happened and punched away Spider-man, "Trixie, trouble!"

Trixie noticed the rest of the Six taken down by The Fantastic Four, "Oh no, the plan is failing!" Twilight then blasted Trixie to Daredevil's cage, "Sure is Trixie, give up and let our friends go!"

Trixie growled, "Damn you..."

Reed went to the controls for the cages and managed to bypass the security codes, "Piece of cake", he pressed a button to free Daredevil, Black Cat & Rumble. Susan found Daredevil's rod on a nearby table and tossed it to Daredevil.

"Thanks Susan", Daredevil twirled his rod a bit.

Trixie & Shocker moved close to each other as they were surrounded by the heroes, pretty much trapped.

"Give up Trixie, you lose!" Twilight said.

"You too Shocker", Spider-man said.

Shocker aimed his gauntlets as Trixie aimed her magic, but at this point it was 8 on 2...well 8 1/2 if they counted Rumble. Just then a bomb landed near them and started to beep.

"Dodge!" Johnny shouted as everyone moved quickly out of harm's way, luckily the bomb's explosion was minimal. At that point The Green Goblin flew in on his glider, "Hello heroes"

"Goblin!" they shouted. Green Goblin lowered to Trixie & Shocker, "You have disappointed me Trixie, 3 chances I give you and so far you haven't lived up to Sombra's word"

"But Goblin! The first two were beyond Trixie's control! So Trixie only really got one chance!"

"And you still failed, I have little tolerance for failure!"

Shocker spoke next, "Hey take it easy, she did her best, you have to admit this was a good plan, maybe it could have gone better but she still handled things pretty well, maybe we just need more recruits, at least replace Rhino, he's becoming a bit useless"

Trixie approached Goblin, "That's exactly it sir, so far Shocker & Mysterio have really proven their worth, Electro's pretty useful too and Trixie thinks Scorpion needs one more chance, but let's replace Rhino, Trixie heard about a guy who calls himself Venom, maybe we can convince him to-" Goblin then struck Trixie back, Shocker approached her in a worried state. This had also surprised the heroes, though Felicia really didn't care that much.

"I don't think so, come to think of it, I barely like henchmen, they just screw things up, you all had your chance to destroy Spider-man and have failed time and time again, now it's my time", he grabbed another bomb, "Which means you have outlived your usefulness"

Shocker went to attack Goblin but he also got knocked back towards Trixie. Goblin then tossed the bomb at Trixie & Shocker, but a force field was put up last second by Twilight. Shocker turned to her, "You saved us?"

Twilight nodded, "Don't think I like you, I just don't want that guy to have the satisfaction of a kill"

Goblin grinned, "So it looks like you have the heart of those heroes, you're just like Spider-man yourself, a smart youth with ambitions of saving the world, but I bet like Spider-man, your psyche isn't up to par and you can be easily broken, like the day Spider-man was when I tossed that young girl off the bridge"

Spider-man growled, "Don't you DARE talk about Gwen!"

Goblin stood there, ready for a fight, "Now to handle things myself..."

Spider-man grinned under his mask, "You really think you can handle us? You didn't do too well last time"

"Unlike these morons, I can calculate errors, and I always have a good back up plan"

The heroes got in position while Shocker helped Trixie up and got her out of the line of fire. Rumble also stayed to the side, aware of the impending battle.

"Let's go to war", Goblin said.

* * *

 **The battle comes next...**


	13. Goblin Face Off

**The Battle shall start**

* * *

The Goblin stared down the heroes, who got into fighting position, ready to brawl with him. Everyone stood, a bit on edge at the idea of Fighting The Green Goblin, he's no easy feat.

Goblin grinned to the heroes, "When I'm done with you all, there will be less to stop me from running this town!"

"Even if you could take us down, and I highly doubt you will, you still have the X-Men & The Avengers to deal with!" Spider-man said.

Goblin chuckled, "I hear the X-Men are having pony problems of their own, and are close to meeting their end at the hands of Magneto"

Johnny extended fire into his hand, "Let's just burn this whackjob!" He then tossed a fireball at Goblin but he flew out the way and tossed his bombs to Johnny, but he destroyed them mid-air and blasted Goblin again, this time hitting him.

Goblin flew in to ram Johnny but Spider-man jumped on the glider and started punching Goblin, but Goblin knocked him off and shot some mini missiles, with Spider-man narrowly dodging them.

Twilight blasted at Goblin but he dodged and tossed more bombs at the group, causing them to scatter, then he flew in and punched Black Cat, then punched Daredevil and tossed some sharp objects at Spider-man & Twilight, though they rolled out the way.

Reed did a stretch punch that knocked Goblin off balance a little but he rebounded and flew in and stuck some blades out of his glider and nearly impaled Reed, but he stretched out the way last minute.

The Thing went to attack but Goblin tossed a bomb at his face, knocking him back and then ramming Thing hard enough to knock him out the building. Susan went to trap him in a force field but Goblin quickly tossed some bombs last minute, causing her to dodge and then flew in to ram her.

"Stay the hell away from my sister!" Johnny shouted and blasted Goblin. Goblin retaliated by throwing blades at Johnny, but Johnny blasted the blades, causing them to melt and then shot another fireball at Goblin.

Spider-man then webbed Goblin and ran in to punch him a few times, following up with a front dropkick and then webbed him towards Twilight so she can blast him with magic and causing him to crash into some machines.

Goblin stood up angrily and glared at the heroes, "How dare you attempt to make a mockery of me!"

"I see no attempts here Osborn, you're being made a fool of by us!" Johnny boasted, much to Goblin's anger. "I'm not done yet, I have one trick left up my sleeve!"

Goblin pressed a button, suddenly the foundation started shaking.

"Huh? What's going on!? What'd you do Goblin!?" Spider-man asked, barely keeping his balance. The others had a hard time keeping balance as well, thought Twilight & Johnny were able to levitate off the ground, as was Rumble. Shocker grabbed Trixie & Mysterio and made a run for it.

Some explosions started to happen, it was clear that Goblin has intentions of blowing this place up with everyone inside. Goblin flew away while laughing maniacally.

"We'll get him later, let's grab these other villains and leave, we can't leave them to die!" Spider-man said.

Twilight nodded and used her magic to grab Rhino while Johnny went to grab Scorpion and Susan grabbed Electro. Reed went to check on Ben and helped him up to leave the area.

Soon enough, the whole building exploded, the blast knocking the heroes forward a bit.

"Whoa, that was something", Johnny said.

Spider-man looked around, "Everyone accounted for!?" Everyone waves indicating they're just fine, then he checked on the villains, "Where are Shocker, Mysterio & Trixie!?"

"Over here!", he heard Shocker say. He looked to see that Shocker, Trxie & Mysterio were safe and out of harm's way.

Spider-man then turned his attention to the Warehouse, "Man he really destroyed that place...wonder if he's still alive?"

"Who cares, that guy's a psychopath! I honestly hope he's dead", Shocker said.

"You're one to talk", they heard Goblin's voice said. They looked up and saw Goblin glide in, "I'm not done with any of you! You all die here and now!" Goblin pressed some buttons and started causing some mass destruction with various bombs going off around the area and a few coming from his glider.

Twilight used her magic to block as many bombs as she could, Johnny attempted to blast them out of the sky.

Spider-man webbed onto Goblin's glider and attempted to pull him down, Goblin however had other ideas, he flew away and Spider-man stayed on his web, "Oh no"

Goblin flew through the city with Spider-man latched to his glider through his web. Twilight & Johnny flew after them. People down below watched in awe as Goblin & the heroes flew through the city.

Eventually Goblin came to a halting stop and when Spider-man got too close, he would punch him back and shoot some rockets at Twilight & Johnny.

Twilight grabbed the rockets in some magic to conceal the explosion. Johnny flew in to attack Goblin but Goblin flew up and tossed a few bombs down, Johnny threw fire at them making sure they don't hit the ground and endanger the civilians.

Spider-man webbed back to the glider and started trading blows with Goblin, until he managed to knock Goblin off the Glider and he landed on a nearby roof.

Spider-man jumped off the Glider and faced off against Goblin as Twilight managed to destroy it with her magic. She and Johnny landed near Spider-man, facing off against Goblin, "Give up, you've lost"

"Spider-man, have I ever given up so easily?" Goblin asked in a matter-of-fact way. "No, but I wish you would, make my life a whole lot less complicated", Spider-man lamented.

"If you'd just let me kill you, you won't have to worry so much about your complicated life! But nonetheless, I still have one trick left!" Goblin pressed a button.

Back near the warehouse, the heroes are checking around the damages and making sure no civilian was too close. Then from the horizon, a bunch of Goblin's gliders came into view.

"Uh…what's going on?" Sue turned to Shocker, "What's with the gliders?"

"Looks like he's finally lost his mind", Shocker said. Reed turned his head to Shocker, "Do you know his plan though?"

"Goblin never tells us anything, that's why he just told Trixie to handle things for the most part, I don't know when he started planning this but I'm guessing we were just his cover, the crazy bastard"

The Gliders came in and started zapping everything in the city, attacking everything on the ground, causing mass explosions.

"This is gonna be one hell of a problem on our hands", Black Cat said. "We need to destroy them!" Reed said. The heroes went after the gliders, Reed stretch punching them, Susan using her force field to crush them, Thing jumping up and punching them down, Daredevil jumping on them and making them collide into each other, Black Cat doing something similar.

Even Shocker helped by blasting them with his gauntlets, Trixie used her magic and Mysterio used his abilities to help as well.

Meanwhile some of the Gliders made their way even further into the city, zapping everything and getting the attention of Spider-man, Twilight & Johnny.

"Goblin, what did you do!?" Spider-man shouted. Goblin laughed evilly, "Good-bye heroes!" he ran off and jumped on an oncoming glider.

Johnny flew up, "Go after Goblin, I'll handle the gliders!"

While Johnny shot the gliders out the sky, Spider-man swung after Goblin while Twilight flew. They closed in on Goblin, but he retaliated by throwing some bombs at them, Spider-man used his Spider-Sense to dodge while Twilight used her magic to block the bombs.

They followed him through the city, passing by the other heroes as they fought into the city.

"There's Goblin! I'm going after him!" Black Cat shouted and went after them.

"Huh!? Hey get back here and help us out!" Trixie shouted as she blasted the gliders.

Rumble looked to the other heroes and noticed their distraction; he too then followed where Goblin was going.

Spider-man then managed to shoot a web to knock Goblin off the glider, causing him to fall onto a roof. Goblin slowly got up as Spider-man and Twilight faced off against him, ready for a fight.

"You think you have me beaten? Soon my gliders will destroy all of New York, and I will rebuild it in my image, without you or your meddlesome friends around to stop me!"

Twilight confronted Goblin, "Not if we have anything to say about that!" Peter also got into a fight position, "Since I know you won't surrender, it looks like we're gonna have take you down the hard way"

Goblin grinned, "Is that so?" he then tossed a few blades at the two, but they moved out the way, though Goblin used that to his advantage and ran in to punch Spider-man hard. When Twilight went to attack he punched her to the edge of the roof.

Spider-man rushed in and started trading blows with Goblin, though Goblin played unfairly by whipping out some blades time to time, though Spider-man managed to knock them away. Goblin tried bombing him but Twilight blasted the bomb out of his hand into the sky and destroyed it.

Goblin tossed a blade at Twilight, cutting her face a bit, then stabbed an oncoming Spider-man in the shoulder and punched him back. Goblin went back to attack Twilight but she had grabbed him with her magic and tossed him to another rooftop.

Twilight & Spider-man jumped to the other roof to keep attacking but Goblin tossed some bombs at them, Twilight used her magic to protect them both.

Goblin continued to attack with his bombs, eventually he was attacked from behind by Black Cat, "That's for sending those morons after me!" when he got up she kicked him again, "And that's just for being a dick!"

Goblin rolled back a little and got into another fighting position, but found himself sort of backed into a corner.

"You have nowhere to run!" Twilight shouted. Goblin noticed an oncoming glider but it was blasted out of the sky by Johnny, who remained there to blast all the other gliders before they can reach Goblin.

Goblin growled and went to attack Spider-man but he had dodged and punched a goblin to the ground, then grabbed the device controlling the gliders and destroyed it, stopping the signal on the gliders, allowing them to fall and be deactivated.

The heroes and villains below went to destroy the ones that didn't explode after crashing, leaving goblin truley defenseless.

"Your plan failed Goblin!" Twilight shouted. "And your allies want nothing more to do with you", Black Cat added.

Goblin crawled back and looked around frantically, hoping for an escape or a diversion, but was out of luck. Though suddenly he had an evil idea.

"Fine, you got me, I'm out of tricks", Goblin said and put his hands up in surrender. Spider-man looked like he wasn't buying in though. Black somehow believed that though, "About damn time", she approached him, ready to take him in, but he then grinned evilly.

"Black Cat! Watch out!" Spider-man said but Goblin had then suddenly grabbed Black Cat and held a blade to her neck.

"Let her go Goblin!" Peter shouted, though Goblin obviously wasn't gonna, "Sorry Spider-man, I need to make my escape, and this little kitty will help me on-", Goblin was interrupted when he rammed on the shoulder by Rumble, "Let her go you big jerk!" Rumble started pounding on Goblin's head, but he then grabbed Rumble and punched him away.

"Little brat! What the hell were you-", Goblin was interrupted when Black Cat punched him, "Never put your hands on him!"

He went to attack her but Twilight blasted him back and allowed Spider-man to tackle him off the roof and punch him all the way to the ground below, with Twilight following.

Goblin and Spider-man fought on the ground with Twilight flying after them and helping to attack Goblin, with Peter punching once, then Twilight doing her own punch, Peter doing a second punch, Twilight doing a spin kick to his face and both finish with a jump kick, knocking him back.

Goblin looked furious, and then noticed a glider nearby that hasn't been destroyed, so he picked it up and stuck the blades out and ran at Spider-man and Twilight in an attempt to impale them, but they dodged, he turned around to attack again but Spider-man punched him a bit, during the final punch, Goblin used the glider as a shield as Spider-man punched him through a glass window into a Laundromat, the people inside having already fled in fear.

Goblin got up with the glider, too angry to notice it was beeping, Spider-man's punch having damaged it to the point where it was about to explode.

"I will kill you both!" he held the glider up, "Right, n-", this time he was interrupted by the Glider exploding, Spider-man & Twilight having fled from the area and after getting to a roof, they looked down upon the explosion, that took out a lot of property nearby and causing a huge hole in the area.

"Is he…you know…?" Twilight asked. Spider-man watched on, "Truth be told, I'm not even totally sure"

Twilight just looked down, and then sat back with a sigh, "I think we won though". Spider-man sat next to her, "Yeah, it's over, for now at least"

Spider-man held Twilight into a brief hug, then the two started to make their way back to their allies as the fireman arrived to put out the fires.

The Green Goblin has been defeated, and The Sinister Six would also be no more as well, this little rivalry will be put on hold, for now, Spider-man & Twilight Sparkle have won their biggest battle together.

* * *

 **One Chapter Remains, the aftermath of this battle.**


	14. Going Home? Or Staying Longer?

**The story ends, what will happen with the relationship with Peter & Twilight? What of the future of The Sinister Six?**

* * *

The city was being cleaned up after the big epic battle. All types of emergency vehicles were being dispatched to handle the situation. Authorities arrived to arrest half the Sinister Six, Rhino, Electro & Scorpion. Trixie, Shocker & Mysterio had fled the area before they could be taken in.

All the heroes gathered in front of the wrecked warehouse, looking to make sure there's no further enemies around.

"Looks like we pulled it off", Johnny said, looking around, no sign of threats, plus the other villains were taken in.

"What about Trixie, Shocker & Mysterio? They're still out there", Black Cat said.

"I doubt they'll try anything now, they need to fall back for now, they were just betrayed by their boss so they have to start from scratch", Spider-man said.

"Plus they did help us a little, so we can let them leave for the time being", Reed said.

Rumble didn't look happy, "I don't like Trixie, she was very mean to me". Black Cat took him in her arms, "Don't you worry about Trixie, that's why I'm here for you", she rubbed his mane a bit and kissed his head, making him blush.

"You're the best Felicia".

Twilight rolled her eyes, "How nice, now I say we just fix everything up and go home, maybe with all this out the way we can try to find Pinkie"

"She's off in Canada, Deadpool & The X-Men have that handled and have asked that we not do anything just yet", Spider-man said, much to Twilight's frustration.

"Very well, but if it takes too long I'm going in for answers myself".

The heroes proceeded to clean up whatever they could before the Authorities assured them they had the situation under control. After that was done, Daredevil bid them farewell and went back to his own thing while everyone else, including Black Cat, had gone back to The Baxter Building.

Johnny, Peter, Twilight & Felicia had rested on the couch, with Felicia holding Rumble in her arms.

"Says something when we manage to defeat the Green Goblin", Johnny said. "Hell yeah it does", Felicia stated.

"Next goal right now is the original, get Twilight and Rumble back to Equestria", Peter said. That caused Twilight's face to light up a bit, "That's right, no sign of me being able to go back home right now is there?"

Peter & Johnny shook their heads. "So far nothing Twilight, Dr. Strange is having a hard time locating Equestria, though he detects some of your magic, he can't pinpoint it", Peter said.

Twilight looked saddened, "I feel a little guilty that he's working so hard for me, I hate to trouble him like this"

"Don't worry, he's fine with this, he is curious to find it as well, so it's his own little adventure", Peter said.

Twilight nodded, "If you say so". She then nuzzled next to Peter, he grabbed her into a comforting hug.

Felicia looked a bit jealous of this bit, while she sometimes has mixed feelings about dating Peter, she would like her options to be available, besides he's good for the occasional make out stuff.

Meanwhile in a hidden hideout, Trixie is attempting to contact King Sombra alongside Shocker & Mysterio.

"My King, it is Trixie Lulamoon, answer my call", Trixie said, using her magic to help send the message. Sombra's voice was heard throughout the room, "Speak Trixie".

Trixie cleared her throat, "My king, I regret to inform you that The Green Goblin is no more, we could not defeat Princess Twilight Sparkle".

"In all fairness goblin betrayed us so...", Shocker stated. Sombra's anger could be heard through the portal, freaking Shocker out a bit.

"I gave you the simple task of ridding Twilight Sparkle, you had the proper back-up! How could you not have gotten the job done by now!?"

Trixie looked a little spooked, "I did my best my king, Twilight is a very craft pony though, plus she has made many allies, her strongest one being the Superhero known as Spider-man".

Sombra wasn't pleased, "Fine, soon enough I will deal with Twilight Sparkle and the hero known as Spider-man, they will both soon fall by my dark magic, until then, you will remain in that world until Twilight Sparkle is no more!"

Trixie groaned, "I knew you would say that, fine then, I will stay in this world for the time being, but once this task is over, you must give me what you promised".

"Don't worry, you'll get your Alicorn Status, but remember to obey my command, don't let me down again Trixie!" Sombra's presence left, leaving Trixie a bit disgruntled.

"Now what?" Trixie asked. The other villains pondered a moment, Shocker then had an idea. "For now, let's just reform The Sinister Six, everything completely under your control, it'll be you, me, Mysterio, Electro, Scorpion & Rhino".

Trixie rolled her eyes, "Not Rhino, find someone else". Shocker nodded, "Sure thing boss lady".

A few days later in The Baxter Building, Dr. Strange had called for Twilight, Peter, The Fantastic Four, Rumble, Felicia, Daredevil, Pinkie Pie, Deadpool & Wolverine to be present at the Dimensional Portal, he believes he found the way back to Equestria, with help from Twilight's Element of Harmony shard.

The reason Daredevil was here was because he had been such a good ally to Twilight they figured he deserves a chance to possibly see their world.

"I believe I finally have the breakthrough to Twilight's world, I sense very similar magic to this Element, if my guess is correct, I should have Twilight, Pinkie Pie & Rumble home ASAP", Strange said.

The ponies smiled eagerly, they could finally go home, though they had mixed feelings about leaving their friends behind, they knew their friends wouldn't make them stay. They wanted to bring their friends but they wouldn't bring them into a world where Sombra's destroying everything. Little do they know, Spider-man & friends would be more than willing to help.

Besides maybe the Portal can be re-opened, Twilight would love to be with Peter, she does love him after all. Dr. Strange picked up on the location, "I've found it! I've located Equestria!" the portal opened to show Equestria, however it wasn't a sight Twilight wanted to see, nor her friends.

Equestria was turning into a battlefield, so much dark magic and evil crystals around the area, several ponies shown to be slaves to King Sombra, not only were the ponies terrified, but so were the human friends.

"Good God...what did this guy do to your world?" Wolverine asked.

Twilight looked a bit heartbroken but shook it off, "Something bad, we need to go in and stop Sombra...", she then looked to Rumble and thought a moment, she turned to her friends, "Is there a chance you could keep Rumble here a tad bit and watch him until we fix this problem? He'll be safer here and I'm sure I can find a way back to this world".

Peter rubbed his chin, "I have a better idea", he grabbed his mask, "I'll join you and help take this guy down".

Twilight shook her head, "I couldn't ask you to do that, I won't endanger your life for my world, this is my problem Peter, not yours".

"Twilight, you helped save this world, you've proven to be a great friend, I won't leave you behind like this, I'm going with you", Peter insisted.

Wolverine extended his claws, "Same here, I don't like what that punk king is doing, I'm heading in and kicking ass".

Deadpool grabbed his guns, "Anything for my sweet little Pinkie Pie".

Twilight looked touched, "Thanks guys, I don't know what to say, you're really great friends".

Peter looked to Felicia, "Would you be able to watch Rumble while me, Logan & Deadpool head into Equestria?"

"Don't forget me", Johnny said. Peter nodded, "So would you?"

Felicia nodded, "Sure thing, I love watching over Rumble".

Daredevil twirled his rod, "I'll protect the city while you're gone, I'll branch out a little more".

Peter nodded, "Good", he turned to his friends, "Alright, to Equestria!" they attempted to go through the portal but they were blocked somehow.

"Huh? What gives?" Peter asked. They tried again but same problem, they couldn't go through, "What's wrong with this portal!?"

Dr. Strange checked it, he felt a strange magic, "Something is preventing you from going through, it's some type of dark magic".

They then heard an evil laugh come from the portal, "Sorry Twilight Sparkle, you won't be coming home anytime soon, as long as my magic allows it, you and your friends will be stuck in that world, but don't worry, should things go according to plan, you won't live very long to worry about it".

Twilight's eyes widened, "That's King Sombra!" she zapped the portal, but nothing, "No, I can't lose the portal, it's my way back home!" she struggled to keep it open, but was failing. Strange assisted but the magic was an unusual type for him.

Peter clenched his fists "Sombra! You won't get away with this! I'm gonna help Twilight take back her home!"

"I already have, she will soon fall, as will you Spider-man", he then did some magic and destroyed the portal from his location, knocking everyone back.

Deadpool groaned, "What a jackass".

Twilight shook her head and saw that the portal was gone, "No...", she approached it and checked on it, "No, no, no!"

Pinkie Pie looked concerned, it looks like she won't be going home yet, and it pained her to see Twilight freak out like this. Rumble was also scared, does this mean he won't see his big brother again? Or his two foalsitters?

Peter also pitied Twilight, he could sense her heartbreak.

"There's gotta be a way, there has to be! I need to get home! My country needs me! My friends and family need me!" she tried using her magic to fix the problem, but nothing happened, soon she started to break down in tears, "My way home...gone".

Peter approached Twilight and gave her a comforting hug as she started sobbing. "Peter...how will I get home?"

Peter rubbed her mane, he hated not knowing what to do, but as long as Twilight was in this world, he vowed to protect her, like he has from day one.

Pinkie also looked depressed, she herself was comforted by Deadpool, Felicia had comforted Rumble. Dr. Strange felt terrible, he feels he got her hopes up, only for Sombra to throw that curveball at them.

Peter continued to comfort Twilight, her return home had a great delay, hopefully not permanent.

That night, Trixie is on a rooftop with part of her reassembled Sinister Six, "Ok, Shocker, Mysterio, Electro & Scorpion, we just need the new guy when is he coming Shocker?"

"Soon, oh wait, here he is now", he pointed behind Trixie and we see one of Spider-man's greatest foes, Venom.

"Are you the guy Shocker was talking about?" Trixie asked.

Venom nodded, "We are known as Venom, we have been rivaled with Spider-man for an extended period of time".

Trixie raised her eyebrow, "We? That's new, what is we?" Trixie asked.

"This suit, it is a life of it's own, it is not just one, it is many, we all despise Spider-man, he has stolen innocence, made us into a monster! We want our revenge", Venom exposed his trademark evil smile.

"Trixie understands that well, my innocence too has been shattered due to the princess, Twilight Sparkle. Anyway if you can help us deal with Spider-man, then you're on my team, though without Goblin's resources, planning will be tough".

Around that moment, a robot had approached Trixie, she looked to it and a monitor revealed itself, showing a well known foe with a metal mask, "Greetings"

Trixie raised her eyebrow, "Who are you?"

"A curious man, I've seen you on some news feeds, how you have battled with Spider-man & The Fantastic Four, plus I recently had contact with The Green Goblin, we were working on a possible business deal before his unfortunate accident the other day, needless to say I am very curious with you, unicorns are a rare breed".

Trixie rolled her eyes, "Is there a point to this?"

Shocker nudged her, "Show some respect, he's a big time super villain, he's fought The Fantastic Four many times, hell he's fought just about every superhero and has proven to be very dangerous".

Trixie looked a bit curious, "Who are you anyway?"

"I am Victor Von Doom, you may refer to me as Dr. Doom, and I wish to assist you in your destruction of Spider-man & The Fantastic Four, as I am sure you want to rid yourself of that purple winged unicorn".

Trixie grinned, "I'm listening".

Back in the Baxter Building, Peter is laying on the bed in the guest room, Twilight came in, feeling slightly depressed. She crawled on the bed and laid her head on Peter's chest. He rubbed her mane afterwards, "Sorry things didn't go well for you".

Twilight looked up with a sad nod, "Some things just happen I guess".

Peter continued to stroke her mane, "Like I said, I'm here for you, I'm always here for you". Twilight looked up at him with a smile, "Thanks, you're the best Peter". She went up and gave him an affectionate kiss, "I love you".

"I love you too Twilight, and I promise, I will help you find a way home".

Twilight nodded with a smile, "I know you will, but until then, I don't mind being in this world, it just means I can spend more time with you".

Peter blushed a bit, "Same here". Peter sat up and pulled Twilight into a loving embrace, which Twilight graciously returned. Even if she won't be going home yet, she'll still enjoy her life in New York City, she's already got the right person to be with, to make her feel less homesick. Peter feels fortunate to have Twilight in his life, and he promises to love her as she loves him.

For now, New York still had four ponies to deal with, one princess, one party pony, one colt and The Unicorn that leads The Sinister Six. What is in store for the future?

* * *

 **That's all for this story. No way home for Twilight, not yet at least. Soon enough Twilight will face Sombra, with Peter by her side.**


End file.
